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Home My WebLink About08-2211ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik@angino-rovner.com JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. STALEY BOWERS, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. CIVIL ACTION - LAW NO. O8- adll (?ivi( (err^ JURY TRIAL DEMANDED NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA Telephone number- 717- 249-3166 355797 NOTICIA Le han demandado a usted en la corte. Si usted quiere defenderse de estas demandas expuestas en las paginas sugnuientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notificacion. Usted debe presentar una apariencia escrita o en persona o por abogado y archivar en la corte en forma escrita sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso o notificacion y por cualquier queja o alivio que es pedido en la peticion de demanda. Usted puede perder dinero o sus propiedades o otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABOGADO IMMEDIATEMENTE. SI NO TIENE ABOGADO O SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA O LLAME POR TELEPFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARR AVERIGUAR DONDE SE PUEDE CONSEQUIR ASISTENCIA LEGAL. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA Telephone number- 717- 249-3166 355797 ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik@angino-rovner.com JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. STALEY BOWERS, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. CIVIL ACTION - L NO. d,- 2.2 // L ( z- JURY TRIAL DEMANDED COMPLAINT 1. Plaintiff Joshua Ash is an adult individual and citizen of the Commonwealth of Pennsylvania, who resides at 135 Stanford Court, Mechanicsburg, Cumberland County, Pennsylvania. 2. Plaintiff Willow Ash is a minor individual, who is the daughter of Plaintiff Joshua Ash and whose date of birth is August 28, 2001. 3. Defendant Staley Bowers, is an adult individual and citizen of the Commonwealth of Pennsylvania, who resides at 135 Stanford Court, Cumberland County, Mechanicsburg, PA 17050. 355797 4. The facts and occurrences hereinafter related took place on or about July 5, 2006, at 3:30 p.m. on Interstate 95 northbound, near the town of Walterboro, South Carolina. 5. At that time and place, Defendant Staley Bowers was operating a 1993 Honda and was traveling north on Interstate 95 in the left lane of travel. 6. At that time and place, Plaintiff Joshua Ash was a right front seat passenger in the 1993 Honda driven by Defendant Staley Bowers. 7. At that time and place, Plaintiff Willow Ash was a rear seat passenger in the 1993 Honda driven by Defendant Staley Bowers. 8. At that time and place, Defendant Staley Bowers was traveling too fast for conditions and ran off the left edge of the roadway. 9. Defendant Staley Bowers over corrected as she attempted to re-enter the highway and lost control of the car which skidded before traveling back into the median where she struck several trees. 10. As a result of the violent collision, Plaintiffs Joshua Ash and Willow Ash sustained serious personal injuries as set forth hereinafter. 11. The foregoing accident and all of the injuries and damages set forth hereinafter sustained by Plaintiffs Joshua Ash and Willow Ash are the direct and proximate result of the negligent, careless, and reckless manner in which Defendant Staley Bowers operated the motor vehicle as follows: (a) failure to stay within her lane of travel; (b) failure to travel at a safe speed; (c) failure to keep proper and adequate control over her vehicle; (d) failing to take reasonable evasive action to avoid the accident; 355797 (e) driving her vehicle upon the highway in a manner endangering persons and property and in a reckless manner with careless disregard to the rights and safety of others and in violation of the Motor Vehicle Code of the State of South Carolina. CLAIM I JOSHUA ASH V. STALEY BOWERS 12. Paragraphs 1 through 11 of the Complaint are incorporated herein by reference. 13. As a result of the aforementioned accident, Plaintiff Joshua Ash sustained painful and severe injuries which include but are not limited to loss of five mandibular teeth and one maxillary tooth and left wrist distal radius fracture, as well as general trauma to his body and nervous system. 14. By reason of the aforesaid injuries sustained by Plaintiff Joshua Ash, he was forced to incur liability for medical treatment, medications, emergency room treatment, and similar miscellaneous expenses in an effort to restore himself to health, and claim is made therefor. 15. Because of the nature of his injuries, Plaintiff Joshua Ash has undergone and in the future will undergo great physical and mental suffering, great inconvenience in carrying out his daily activities, loss of life's pleasures and enjoyment, and claim is made therefor. 16. As a result of the aforementioned injuries, Plaintiff Joshua Ash has sustained loss of opportunity and a permanent diminution of his earning power and capacity, and claim is made therefor. 17. As a result of the aforesaid injuries, Plaintiff Joshua Ash has sustained uncompensated work loss, and claim is made therefor. 18. As a result of the aforesaid injuries, Plaintiff Joshua Ash has been and in the future will be subject to great humiliation and embarrassment, and claim is made therefor. 355797 19. Plaintiff Joshua Ash continues to be plagued by persistent pain and limitation and, therefore, avers that his injuries may be of a permanent nature, causing residual problems for the remainder of his lifetime, and claim is made therefor. WHEREFORE, Plaintiff Joshua Ash demands judgment against Staley Bowers in an amount in excess of Fifty Thousand ($50,000.00) Dollars exclusive of interest and costs and in excess of any jurisdictional amount requiring compulsory arbitration. CLAIM II WILLOW ASH V. STALEY BOWERS 20. Paragraphs 1 through 19 of the Complaint are incorporated herein by reference. 21. As a result of the aforementioned accident, Plaintiff Willow Ash sustained painful and severe injuries which include but are not limited to right distal tibia fracture and right distal radius fracture, as well as general trauma to her body as a result of the violent impact and emotional distress. 22. By reason of the aforesaid injuries sustained by Plaintiff Willow Ash, she has been forced to incur liability for medical treatment, medications, and similar miscellaneous expenses in an effort to restore herself to health, and claim is made therefor. 23. Because of the nature of her injuries, Plaintiff Willow Ash has been advised and, therefore, avers that she may be forced to incur similar expenses in the future, and claim is made therefor. 24. As a result of the aforementioned injuries, Plaintiff Willow Ash has undergone and in the future will undergo great physical and mental suffering, great inconvenience in carrying out her daily activities, loss of life's pleasures and enjoyment, and claim is made therefor. 355797 WHEREFORE, Plaintiff Willow Ash demands judgment against Defendant Staley Bowers in an amount in excess of Fifty Thousand ($50,000.00) Dollars exclusive of interest and costs and in excess of any jurisdictional amount requiring compulsory arbitration. JKF ANG Oi e, P.C. 'Agichael E. Kosik I.D. No. 36513 4503 N. Front Street Harrisburg, PA 17110 (717) 238-6791 Attorney for Plaintiff 355797 VERIFICATION I, JOSHUA ASH, do swear and affirm that the facts set forth in the foregoing COMPLAINT are true and correct to the best of my knowledge, information and belief. I understand that this verification is made subject to the penalties of the Rules of Civil Procedure relating to unworn falsification to authorities. 7 wi S !9- A ASH Dated:A?-d CI 2003 oi ?ll V b D ? O C- C r ?..2 4? {?? SHERIFF'S RETURN - REGULAR CASE NO: 2008-02211 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND ASH JOSHUA ET AL VS BOWERS STALEY ROBERT BITNER , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon BOWERS STALEY the DEFENDANT , at 0017:30 HOURS, on the 23rd day of April , 2008 at 135 STANFORD COURT MECHANICSBURG, PA 17050 by handing to STALEY BOWERS DEFENDANT a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 18.00 Service 11.00 Affidavit .00 Surcharge 10.00 Postage .41 y/o28/0$ ?ivl- 39.41 Sworn and Subscibed to before me this of So Answers: R. Thomas Kline 04/23/2008 ANGINO & ROVNER Deputy Sheriff day A. D. U ERLAND COUNTY, PENNSYLVANIA COURT OF COMMON PLEAS OF CUMB ?N THE CIVIL DIVISION JOSHUA ASH, individually and and guardian, as parent and natural ior, WILLOW ASH, laintiffs, V. STACEY 13OVVERS, Defendant. NO. 08-2211 PRAECIPE FOR APPEARANCE (fury Trial Demanded) Filed on Behalf of the Defendant Counsel of Record for This Party: Kevin D. Rauch, Esquire Pa. I.D. #83058 SUMMERS, McDONNEL L, L.L.P. GUTHRIE and SKEE , Firm #911 1017 Mumma Road, suite 300 Lemoyne, PA 17043 (717) 901-5916 #16325 NN PENNSYLVANIA CpU F COMMON PLEAS OF CUMBERLANp NIL WS10N IN THE COURT O 11 and G ASH, ?ndividu ua dian, and ?pSHUA atural g NO Og_22A A as parent and n a mjnOr' anded) WILLOW ASH ??ury Trial [)em plaintiffs, v. TP.LEY BOWEpefen R dant. 'FpR P?ppEARANCE S pRAECIPE . p Rauch, Esquire, of the HE PRpTHpNpTARY f the undersigned' Kevin If of the on beha T L.L.P., -To.. o Kindly enter the Appearance Guthrie & Skeel, s, McDonnell, HudOCk, law firm of Summer the above case. ndant, Staley Bowers, in pefe ANpED RY TRIAL pEM Respectfully submitted, JV pONNELL, HUppCK, SuMMR E &Me EE L.p GuTH ?v Je u , squire BY' vin p dart _, fir pefen CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing PRAECIPE FOR APPEARANCE has been mailed by U.S. Mail to counsel of record via first class mail, postage pre-paid, this 22ND day of May, 2008. Michael E. Kosik, Esquire Angino & Rovner, P.C. 4503 North Front Street Harrisburg, PA 17110-1708 SUMMERS, McDONNELL, HUDOCK, GUTHRIE & SKEEL, L.L.P. , By, - i K vin D. Ra ch, Esquire ounsel for Defendant r? ^? ?? <? ?, --r7 _ i V °?'7 ? ? - . ; ? -: '. - ?_?,t-, _,. ? .. ? r :i -1 „? ti r' IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs NO. 08-2211 V. STALEY BOWERS, Defendant CIVIL ACTION - LAW JURY TRIAL DEMANDED PRAECIPE FOR ENTRY OF APPEARANCE PURSUANT TO PA.R.C.P.1012 TO THE PROTHONOTARY: Kindly enter the appearance of Michael B. Scheib, Esquire, of Griffith, Strickler, Lerman, Solymos & Calkins, as attorney for the Defendant, Staley Bowers, in the above-captioned matter and mark the docket accordingly. Date: October 7, 2008 By: CH EL B. SCHEIB, ESQUIRE Supreme Court I.D. No. 63868 110 South Northern Way York, PA 17402-3737 (717) 757-7602 Attorney for Defendant, Staley Bowers GRIFFITH, STRICKLER, LERMAN, SOLYMOS & CALKINS r' __W6?41 MI c IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JOSHUA ASH, Individually and as NO. 08-2211 parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. CIVIL ACTION - LAW STALEY BOWERS, Defendant JURY TRIAL DEMANDED CERTIFICATE OF SERVICE AND NOW, this 7 h day of October, 2008, I, Michael B. Scheib, Esquire, a member of the firm of Griffith, Strickler, Lerman, Solymos & Calkins, hereby certify that I have this date served a copy of the Praecipe for Entry of Appearance Pursuant to Pa. R.C.P. 1012, by United States Mail, postage prepaid, addressed to the parry or attorney of record as follows: Michael E. Kosik, Esquire Angino & Rovner, P.C. 4503 North Front Street Harrisburg, PA 17110 (Attorney for Plaintiffs) GRIFFITH, STRICKLER, LERMAN, SOLYMOS & CALKINS By; i? MICHAEL B. SCHEIB, ESQUIRE Supreme Court I.D. No. 63868 110 South Northern Way York, PA 17402-3737 (717) 757-7602 Attorney for Defendant, Staley Bowers / '7:1 i`7 1T ?r '° IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. STALEY BOWERS, Defendant TO: Michael E. Kosik, Esquire Angino & Rovner, P.C. 4503 North Front Street Harrisburg, PA 17110 NO. 08-2211 CIVIL ACTION - LAW JURY TRIAL DEMANDED NOTICE TO PLEAD . You are hereby notified to file a written response to the enclosed New Matter within twenty (20) days from service hereof or a judgment may be entered against you. GRIFFITH, STRICKLER, LERMAN, SOLYMOS & CALKINS Date: October 22, 2008 By: AV CC? ?-' MICHAEL B. SCHEIB, ESQUiAE Supreme Court I.D. No. 63868 110 South Northern Way York, PA 17402-3737 (717) 757-7602 Attorney for Defendant, Staley Bowers IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs NO. 08-2211 V. STALEY BOWERS, Defendant CIVIL ACTION - LAW JURY TRIAL DEMANDED ANSWER WITH NEW MATTER OF DEFENDANT. STALEY BOWERS AND NOW, comes Defendant, Staley Bowers, by and through her attorneys, Griffith, Strickler, Lerman, Solymos & Calkins and Michael B. Scheib, Esquire, and responds to the allegations in Plaintiff s Complaint as follows: 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Admitted. 6. Admitted. 7. Admitted. 8. Admitted. Defendant was the operator of the motor vehicle. The remaining allegations are denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 8 of Plaintiffs Complaint, and same are denied and strict proof thereof is demanded. 9. Denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 9 of Plaintiffs Complaint, and same are denied and strict proof thereof is demanded. 10. Denied. This paragraph states a legal conclusion. It. Denied. This paragraph states a legal conclusion. CLAIM I 12. Paragraphs 1 through 11 of Defendant's Answer with New Matter are incorporated herein as if though set forth at length. 13. Denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 13 of Plaintiffs Complaint, and same are denied and strict proof thereof is demanded. 14. Denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 14 of Plaintiffs Complaint, and same are denied and strict proof thereof is demanded. 15. Denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 15 of Plaintiffs Complaint, and same are denied and strict proof thereof is demanded. 16. Denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 16 of Plaintiffs Complaint, and same are denied and strict proof thereof is demanded. 2 17. Denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 17 of Plaintiffs Complaint, and same are denied and strict proof thereof is demanded. 18. Denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 18 of Plaintiffs Complaint, and same are denied and strict proof thereof is demanded. 19. Denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 19 of Plaintiffs Complaint, and same are denied and strict proof thereof is demanded. WHEREFORE, Defendant respectfully requests this Honorable Court to enter judgment in their favor together with costs of the lawsuit. COUNT II WILLOW ASH V. STALEY BOWERS 20. Paragraphs 1 through 19 of Defendant's Answer with New Matter are incorporated herein as if though fully set forth at length. 21. Denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 21 of Plaintiffs Complaint, and same are denied and strict proof thereof is demanded. 22. Denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 22 of Plaintiffs Complaint, and same are denied and strict proof thereof is demanded. 3 23. Denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 23 of Plaintiff s Complaint, and same are denied and strict proof thereof is demanded. 24. Denied. After reasonable investigation, answering Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 24 of Plaintiff s Complaint, and same are denied and strict proof thereof is demanded. WHEREFORE, Defendant respectfully requests this Honorable Court to enter judgment in their favor together with the costs of the lawsuit. NEW MATTER 25. Paragraphs 1 through 24 of Defendant's Answer with New Matter are incorporated herein as though fully set forth at length. 26. Plaintiffs injuries, if any, may be barred or limited by the Motor Vehicle Financial Responsibility Law. 27. Plaintiff s injuries, if any, may be barred or limited by a limited tort selection. 28. Plaintiffs injuries, if any, were caused by the acts or omissions of a third party over whom Defendant had no control. 29. Plaintiff's injuries, if any, were caused by events which either predated or postdated the motor vehicle accident which is the subject of this lawsuit. 30. Plaintiff's damages were caused by his own conduct. WHEREFORE, Defendant respectfully requests this Honorable Court to enter judgment in their favor together with the costs of the lawsuit. 4 GRIFFITH, STRICKLER, LERMAN, SOLYMOS & CALKINS Date: October 22, 2008 By: 4#jZPV' / / - MICHAEL B. S IB, ESQUIRE Supreme Court I.D. No. 63868 110 South Northern Way York, PA 17402-3737 Telephone: (717) 757-7602 Attorney for Defendant, Staley Bowers VERIFICATION I, Staley Bowers, hereby verify that the statements made in the foregoing Answer with New Matter are true and correct to the best of my personal knowledge or information and belief, as well as reports, records, conferences and other investigatory material made available to me. To the extent that the foregoing contains averments which are inconsistent in fact, I verify that my knowledge or information is sufficient to form a belief that one or more of them is true, although I am currently unable, after reasonable investigation, to ascertain which of the inconsistent averments are true. To the extent that the foregoing contains legal conclusions or opinions, I hereby state that my Verification is made upon the advice of counsel, upon whom I have relied in the filing this document. This Verification is made subject to the penalties of 18 Pa.C.S. § 4904 related to unsworn falsifications to authorities. Date: Icy Staley Iowers CERTIFICATE OF SERVICE AND NOW, this 22°d day of October, 2008, I, Michael B. Scheib, Esquire, a member of IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JOSHUA ASH, Individually and as NO. 08-2211 parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. CIVIL ACTION - LAW STALEY BOWERS, Defendant JURY TRIAL DEMANDED the firm of Griffith, Strickler, Lerman, Solymos & Calkins, hereby certify that I have this date served a copy of the Answer with New Matter of Defendant, Staley Bowers, by United States Mail, postage prepaid, addressed to the party or attorney of record as follows: Michael E. Kosik, Esquire Angino & Rovner, P.C. 4503 North Front Street Harrisburg, PA 17110 (Attorney for Plaintiffs) GRIFFITH, STRICKLER, LERMAN, SOLYMOS & CALKINS By: 1"'Vr MICHAEL B. SCHEIB, E UIRE Supreme Court I.D. No. 63868 110 South Northern Way York, PA 17402-3737 Telephone: (717) 757-7602 Attorney for Defendant, Staley Bowers s.'= t o ; . GJ'1 ? ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik@angino-rovner.com JOSHUA ASH, Individually and as parent IN THE COURT OF COMMON PLEAS and natural guardian and WILLOW ASH, CUMBERLAND COUNTY, PENNA. a Minor, Plaintiffs V. CIVIL ACTION - LAW NO. 08-2211 STALEY BOWERS, Defendant JURY TRIAL DEMANDED PLAINTIFFS' REPLY TO DEFENDANT'S NEW MATTER AND NOW comes the Plaintiffs Joshua. Ash and Willow Ash, by and through their attorneys, Angino & Rovner, P.C., and hereby replies to the New Matter of Defendant as follows: 25. Pennsylvania Rule of Civil Procedure 1030 provides that a party may set forth as new mater any material facts which are not merely denials of the averments of the preceding pleading. A review of paragraphs 1-24 of Defendant's Answer discloses that they are either admissions or denials of the corresponding paragraphs of Plaintiffs' Complaint with the exception that paragraph 8 states the Defendant Staley Bowers was the operator of the motor vehicle. Thus, Defendant has not set forth any material facts which are not merely denials of the averments of the 396279 preceding pleadings and therefore Defendant's incorporation of her answer as new matter is improper and no further answer is required. 26. Denied. This averment is a conclusion of law to which no responsive pleading is required. To the extent that a response may be deemed proper, it is specifically denied that the Pennsylvania Motor Vehicle Financial Responsibility Law is in any way applicable to the motor vehicle accident which occurred in South Carolina and it is specifically denied that any of Plaintiff Joshua Ash or Willow Ash's claims are barred or limited by the application of the Pennsylvania Motor Vehicle Financial Responsibility Law. 27. Denied. This averment is a conclusion of law to which no responsive pleading is required. To the extent that a response may be deemed proper, it is specifically denied that Plaintiffs tort selection is in any way applicable to the motor vehicle accident which occurred in South Carolina. To the extent that a further response may be deemed proper, it is specifically denied that Plaintiffs' claims are barred or limited by the application of the limited tort selection. By way of further response, Plaintiff Joshua Ash on behalf of himself and Plaintiff Willow Ash maintains that both of them sustained serious injuries which have significant functional impairment that continue to affect their daily activities. 28. Denied. This averment is a conclusory statement unsupported by any factual allegations and therefore no response is required. To the extent that a further response may be deemed proper, it is specifically denied that Plaintiffs' injuries and damages were caused by the acts or omissions of an unnamed third party. To the contrary, it is averred that both Plaintiff Joshua Ash and Willow Ash's injuries were caused as a result of the negligence of Defendant Staley Bowers as set forth in Plaintiffs' Complaint. 396279 29. Denied. This averment is a conclusory statement unsupported by any factual averments and therefore no further response is required. To the extent that a response may be deemed proper, it is specifically denied that Plaintiff Joshua Ash's or Plaintiff Willow Ash's injuries were caused by events either predated or postdated the motor vehicle accident. To the contrary, it is averred that Plaintiffs Joshua and Willow Ash's injuries were a direct and proximate result of the motor vehicle accident which resulted from the Defendant's negligent conduct and more specifically set forth in Plaintiffs' Complaint. 30. Denied. It is specifically denied that Plaintiff Joshua Ash's or Willow Ash's injuries were caused by their own conduct. To the contrary, Plaintiff Joshua Ash and Willow Ash were passengers in a motor vehicle accident operated by Defendant Staley Bowers and it is specifically denied that anything which they did as passengers either caused or contributed to the motor vehicle accident resulting from Defendant Staley Bower's negligence more specifically set forth in Plaintiffs' Complaint. WHEREFORE, Plaintiffs respectfully requests that this Honorable Court dismiss Defendant's New Matter enter judgment in favor of Plaintiffs aaainst Defendant. P.C. Whael EL-Kosik, Esquire I.D. No. 36513 4503 N. Front Street Harrisburg, PA 17110 (717) 238-6791 Counsel for Plaintiff 396279 COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN SS. I, MICHAEL E.KOSIK, ESQUIRE, being duly sworn according to law, deposes and states that I am counsel for Plaintiff, that I am authorized to make this Affidavit on behalf of said Plaintiff, and that the facts set forth in the foregoing Reply to New Matter, are true and correct to the best of my knowledge, information and belief. Sworn to and subscribed before me this day of 2008. Notary Public My Commission Expires: 1(g E -g AVR ai a is +ww wl"M unnow 40 Am iI0? 68991/LRJ CERTIFICATE OF SERVICE AND NOW, this 27th day of October 2008 I, Michelle M. Milojevich, an employee of Angino & Rovner, P.C., do hereby certify that I have served a true and correct copy of PLAINTIFFS' REPLY TO DEFENDANT'S NEW MATTER in the United States mail, postage prepaid at Harrisburg, Pennsylvania, addressed as follows: Michael B. Scheib, Esquire Griffith, Strickler, Lerman, Solymos & Calkins 110 S. Northern Way York, PA 17402-3737 ID #: (717) 757-7602 ?27 Michelle M. Milojevich 396279 CO IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs NO. 08-2211 V. STALEY BOWERS, Defendant CIVIL ACTION - LAW JURY TRIAL DEMANDED ERTIFICATE OF SERVICE AND NOW, this' day of January, 2009, I, Michael B. Scheib, Esquire, a member of the firm of Griffith, Strickler, Lerman, Solymos & Calkins, hereby certify that I have this date served a copy of Defendant's Answers to Interrogatories Propounded by Plaintiffs Upon Defendant, by United States Mail, postage prepaid, addressed to the party or attorney of record as follows: Michael E. Kosik, Esquire Angino & Rovner, P.C. 4503 North Front Street Harrisburg, PA 17110 (Attorney for Plaintiffs) GRIFFITH, STRICKLER, LERMAN, SOLYMOS & CALKINS ? l By: Lt? MICHAEL B SCHEIB, ESQUIRE Supreme Court I.D. No. 63868 110 South Northern Way York, PA 17402-3737 (717) 757-7602 Attorney for Defendant, Staley Bowers c ? ,Ys .: ? ....? ?? t ,.' . 4- ?+ ? ;"?`i "7`.v ..- -09 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. STALEY BOWERS, Defendant NO. 08-2211 CIVIL ACTION - LAW JURY TRIAL DEMANDED CERTIFICATE OF SERVICE AND NOW, this ? day of January, 2009, I, Michael B. Scheib, a member of the firm of Griffith, Strickler, Lerman, Solymos & Calkins, hereby certify that I have this date served a copy of the Response to Request for Production of Documents Directed to Defendant, Staley Bowers, by United States First-Class Mail, postage prepaid, addressed as follows: Michael E. Kosik, Esquire Angino & Rovner, P.C. 4503 North Front Street Harrisburg, PA 17110 (Attorney for Plaintiffs) GRIFFITH, STRICKLER, LERMAN, SOLYMOS & CALKINS By: MIC14AEL B. SCHEIB, ESQUIRE J Supreme Court I.D. No. 63868 110 South Northern Way York, PA 17402-3737 Telephone (717) 757-7602 Attorney for Defendant, Staley Bowers zz: -P? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs NO. 08-2211 V. STALEY BOWERS, Defendant CIVIL ACTION - LAW JURY TRIAL DEMANDED PRAECIPE FOR ENTRY OF APPEARANCE PURSUANT TO Pa.R.C.P.1012 TO THE PROTHONOTARY: Kindly enter the appearance of David E. Cook, Esquire of Griffith, Strickler, Lerman, Solymos & Calkins, as attorneys for the Defendant, Staley Bowers, in the above-captioned matter and mark the docket accordingly. GRIFFITH, STRICKLER, LERMAN, SOLYMOS & CALKINS BY DAVID E. COOK, ESQUIRE I.D. 78318 Attorney for Defendant 110 South Northern Way York, PA 17402 Telephone: (717) 757-7602 Dated: May 1, 2009 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs NO. 08-2211 V. STALEY BOWERS, Defendant CIVIL ACTION - LAW JURY TRIAL DEMANDED CERTIFICATE OF SERVICE AND NOW, this 1St day of May, 2009, I, David E. Cook, Esquire, a member of the firm of GRIFFITH, STRICKLER, LERMAN, SOLYMOS & CALKINS, hereby certify that I have this date served a copy of the Praecipe for Entry of Appearance by United States Mail, addressed to the party or attorney of record as follows: Michael E. Kosik, Esquire Angino & Rovner, P.C. 4503 North Front Street Harrisburg, PA 17110 (Counsel for Plaintiffs) GRIFFITH, STRICKLER, LERMAN, SOLYMOS & CALKINS BYE -? DAVID E. COOK, ESQUIRE I.D. 78318 Attorney for Defendant 110 South Northern Way York, PA 17402 Telephone: (717) 757-7602 FILED-CDFT C;E OF- THE F`,",? TrAp 2009 MAY -L Pi°l 29 i 1;,- > f ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik@angino-rovner.com JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. STALEY BOWERS, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. CIVIL ACTION - LAW NO. 0fr-,4I1 JURY TRIAL DEMANDED PLAINTIFFS' MOTION FOR A STATUS CONFERENCE AND NOW, come Plaintiffs Joshua Ash and Willow Ash, a Minor, by and through their counsel, Angino & Rovner, P.C., and respectfully request Your Honorable Court to schedule a Status Conference in the above-captioned action for the following reasons: 1. Plaintiff Joshua Ash is an adult individual and citizen of the Commonwealth of Pennsylvania, who resides at 135 Stanford Court, Mechanicsburg, Cumberland County, Pennsylvania. 2. Plaintiff Willow Ash is a minor individual, who is the daughter of Plaintiff Joshua Ash and whose date of birth is August 28, 2001. 3. Defendant Staley Bowers, is an adult individual and citizen of the Commonwealth of Pennsylvania, who resides at 135 Stanford Court, Cumberland County, Mechanicsburg, PA 17050. 4. On July 5, 2006, Defendant Staley Bowers was traveling too fast for conditions and ran off the left edge of the roadway, over corrected as she attempted to re-enter the highway 408847 and lost control of the car which skidded before traveling back into the median where she struck several trees. 5. As a direct and proximate result of the aforesaid accident, Plaintiff Joshua Ash sustained painful and severe injuries which include but are not limited to loss of five mandibular teeth and one maxillary tooth and left wrist distal radius fracture. 6. As a direct and proximate result of the aforesaid accident, Plaintiff Willow Ash sustained painful and severe injuries which include but are not limited to right distal tibia fracture and right distal radius fracture, as well as general trauma to her body as a result of the violent impact and emotional distress. 7. The instant action was commenced by the filing of a Complaint on April 7, 2008, with service made on Defendant via Cumberland County Sheriff on April 23, 2008. 8. On October 7, 2008, Michael B. Scheib, Esquire filed an Entry Of Appearance in Cumberland County as counsel on behalf of the Defendant. 9. Both parties have exchanged Discovery. 10. On October 15, 2008, Plaintiff supplied Defendant with Joshua Ash's medical records including the records for the Medical University of South Carolina. 11. On January 28, 2009, Defendant Staley Bowers subpoenaed several of Joshua Ash's medical records including one for the Medical University of South Carolina. 12. Plaintiff waived the 20 day objection period to the subpoenas. 13. On January 29, 2009, Defendant Staley Bowers and Plaintiff agreed to schedule Plaintiff Joshua Ash's deposition for April 23, 2009. 14. On April 15, 2009, Defendant requested to cancel Joshua Ash's deposition because Defendant has not received the subpoenaed records from the Medical University of 408947 South Carolina. Although the depositions have been rescheduled, the new date is also tentative pending Defendant's receipt of the medical records in response to her Subpoena. 15. Plaintiff maintains that Defendant Staley Bowers was supplied all of the Medical University of South Carolina's medical records. 16. Plaintiff Joshua Ash also maintains that his initial accident related treatment was at the University of South Carolina and then he returned to Pennsylvania for continued treatment and follow up visits. 17. Plaintiffs' counsel believes that a status conference would serve the purpose of allowing discovery to be completed in a timely fashion and setting deadlines for listing the case for trial. 18. Plaintiff's counsel served a copy of this document upon defense counsel via facsimile on April 30, 2009 indicating his intention to file same. 19. Plaintiff is represented by Michael E. Kosik , Esquire of the firm of Angino & Rovner, P.C., 4503 North Front Street, Harrisburg, PA 17110,(717)238-6791. 20. Defendant is represented by Michael B. Scheib, Esquire of the firm Griffith, Strickler, Lerman, Solymos & Calkins, 110 S. Northern Way, York, PA 17402-3737, (717) 757-7602. WHEREFORE, Plaintiffs respecdWly requests this Honorable Court to enter an Order scheduling a status conference to schedule deadlines and requiring that Defendant not cancel the depositions without providing proof of extraordinary circumstances which would prevent them 408847 from attending the depositions. 4503 N. Front Street Harrisburg, PA 17110 (717) 238-6791 Attorney for Plaintiffs 408947 I.D. No. 36513 CE=RTIFICATE OF SERVICE I, Michelle M. Milojevich, an employee of the law firm of Angino & Rovner, P.C., do hereby certify that I am this day serving a true and correct copy of PLAINTIFFS' MOTION FOR A STATUS CONFERENCE upon all counsel of record via postage prepaid first class United States mail addressed as follows: Michael B. Scheib, Esquire Griffith, Strickler, Lerman, Solymos & Calkins 110 S. Northern Way York, PA 17402-3737 (717) 757-7602 ID#: 63868 Dated: 5/4/09 r Michelle M. Milojevich 408947 fir' OF THE PROTHONOTARY ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik(a)angino-rovner.com JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. V. STALEY BOWERS, Defendant CIVIL ACTION - LAW NO. 0 - 2? / / JURY TRIAL DEMANDED PLAINTIFFS' AMENDED MOTION FOR A STATUS CONFERENCE AND NOW, come Plaintiffs Joshua Ash and Willow Ash, a Minor, by and through their counsel, Angino & Rovner, P.C., and respectfully request Your Honorable Court to schedule a Status Conference in the above-captioned action for the following reasons: I. Plaintiff Joshua Ash is an adult individual and citizen of the Commonwealth of Pennsylvania, who resides at 135 Stanford Court, Mechanicsburg, Cumberland County, Pennsylvania. 2. Plaintiff Willow Ash is a minor individual, who is the daughter of Plaintiff Joshua Ash and whose date of birth is August 28, 2001. 3. Defendant Staley Bowers, is an adult individual and citizen of the Commonwealth of Pennsylvania, who resides at 135 Stanford Court, Cumberland County, Mechanicsburg, PA 17050. 4. On July 5, 2006, Defendant Staley Bowers was traveling too fast for conditions and ran off the left edge of the roadway, over corrected as she attempted to re-enter the highway 408847 and lost control of the car which skidded before traveling back into the median where she struck several trees. 5. As a direct and proximate result of the aforesaid accident, Plaintiff Joshua Ash sustained painful and severe injuries which include but are not limited to loss of five mandibular teeth and one maxillary tooth and left wrist distal radius fracture. 6. As a direct and proximate result of the aforesaid accident, Plaintiff Willow Ash sustained painful and severe injuries which include but are not limited to right distal tibia fracture and right distal radius fracture, as well as general trauma to her body as a result of the violent impact and emotional distress. 7. The instant action was commenced by the filing of a Complaint on April 7, 2008, with service made on Defendant via Cumberland County Sheriff on April 23, 2008. 8. On October 7, 2008, Michael B. Scheib, Esquire filed an Entry Of Appearance in Cumberland County as counsel on behalf of the Defendant. 9. Both parties have exchanged Discovery. 10. On October 15, 2008, Plaintiff supplied Defendant with Joshua Ash's medical records including the records for the Medical University of South Carolina. 11. On January 28, 2009, Defendant Staley Bowers subpoenaed several of Joshua Ash's medical records including one for the Medical University of South Carolina. 12. Plaintiff waived the 20 day objection period to the subpoenas. 13. On January 29, 2009, Defendant Staley Bowers and Plaintiff agreed to schedule Plaintiff Joshua Ash's deposition for April 23, 2009. 14. On April 15, 2009, Defendant requested to cancel Joshua Ash's deposition because Defendant has not received the subpoenaed records from the Medical University of 408847 South Carolina. Although the depositions have been rescheduled, the new date is also tentative pending Defendant's receipt of the medical records in response to her Subpoena. 15. Plaintiff maintains that Defendant Staley Bowers was supplied all of the Medical University of South Carolina's medical records. 16. Plaintiff Joshua Ash also maintains that his initial accident related treatment was at the University of South Carolina and then he returned to Pennsylvania for continued treatment and follow up visits. 17. Plaintiffs' counsel believes that a status conference would serve the purpose of allowing discovery to be completed in a timely fashion and setting deadlines for listing the case for trial. 18. Plaintiff's counsel served a copy of this document upon defense counsel via facsimile on April 30, 2009 indicating his intention to file same seeking concurrence. Defendant does not concur in this Motion. 19. No Judge has ruled upon any other issue in the same or related matter. 20. Plaintiff is represented by Michael E. Kosik , Esquire of the firm of Angino & Rovner, P.C., 4503 North Front Street, Harrisburg, PA 17110,(717)238-6791. 21. Defendant is represented by Michael B. Scheib, Esquire of the firm Griffith, Strickler, Lerman, Solymos & Calkins, 110 S. Northern Way, York, PA 17402-3737, (717) 757-7602. WHEREFORE, Plaintiffs respectfully requests this Honorable Court to enter an Order scheduling a status conference to schedule deadlines and requiring that Defendant not cancel the depositions without providing proof of extraordinary circumstances which would prevent them 408847 from attending the depositions. ANGI& 40) NER, P.C. Michael E. Kosik I.D. No. 36513 4503 N. Front Street Harrisburg, PA 17110 (717) 238-6791 Attorney for Plaintiffs 408847 CERTIFICATE OF SERVICE I, Michelle M. Milojevich, an employee of the law firm of Angino & Rovner, P.C., do hereby certify that I am this day serving a true and correct copy of PLAINTIFFS' MOTION FOR A STATUS CONFERENCE upon all counsel of record via postage prepaid first class United States mail addressed as follows: Michael B. Scheib, Esquire Griffith, Strickler, Lerman, Solymos & Calkins 110 S. Northern Way York, PA 17402-3737 (717) 757-7602 ID#: 63868 Dated: 5/11/09 Michelle M. Milojevich 408847 THE 2009 MAY 13 PH 1 N, ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 X71 238-6T) FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik@angino-rovner.com JOSHUA ASH, Individually and as parent IN THE COURT OF COMMON PLEAS and natural guardian and WILLOW ASH, CUMBERLAND COUNTY, PENNA. a Minor, Plaintiffs V. STALEY BOWERS, Defendant CIVIL ACTION - LAW NO. 08-2211 JURY TRIAL DEMANDED ORDER AND NOW, thi day of _"2009, after a telephone conference on Plaintiffs' Motion for a Status Conference and the enclosed Stipulation of the parties, the Court hereby directs: 1. Counsel have agreed to exchange medical records which have been subpoenaed by the Defendants and that Plaintiff's counsel will pay the copying charge for those records. 2. The parties agree that a discovery deadline of August 31, .2009 will apply to any discovery which will be conducted in this case. 3. Defense counsel will schedule any medical examination of the Plaintiffs in this case so that a report can be provided no later than September 15, 2009. 412386 4. Counsel agree that this case will be listed for trial by the Court for the November 16, 2009 trial term. B J. DISTRIBUTION: Michael E. Kosik, Esquire (mkosik@angino-rovner.com), Angino & Rovner, P.C., 4503 N. Front Street, Harrisburg, PA 17110, (717) 238-6791 (telephone), (717) 238-5610 (fax) David Cook, Esquire, Griffith, Strickler, Lerman, Solymos &. Calkins, 1 10 S. Northern Wav York, PA 17402-3737, (717) 757-7602 (telephone), (717) 757-3783 Co- 2q,o9 412386 , ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik a angino-rovner.com JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, IN THE COURT OF' COMMON PLEAS CUMBERLAND COUNTY, PENNA. Plaintiffs V. CIVIL ACTION - LAW NO. 08-2211 STALEY BOWERS, Defendant JURY TRIAL DEMANDED STIPULATION AND NOW, come the parties by and through their respective counsel and hereby stipulate that as a result of a status conference via telephone conference on Friday, June 5, 2009, the parties agree as follows: 1. Counsel have agreed to exchange medical records which have been subpoenaed by the Defendants and that Plaintiff's counsel will pay the copying charge for those records. 2. The parties agree that a discovery deadline of August 31, 2009 will apply to any discovery which will be conducted in this case. 3. Defense counsel will schedule any medical examination of the Plaintiffs in this case so that a report can be provided no later than September 15, 2009. 412386 _2 4. 2009 trial term. Counsel agree that this case will be listed for trial by the Court for the November 16, P.C. E. Kosik I.D. No. 36513 4503 N. Front Street Harrisburg, PA 17110 (717) 238-6791 Attorney for Plaintiff Dated: 3 L6 ,a'. l o y `? GRIFFITH STRICKLER LERMAN SOLYMOS CALKINS David Cook, Esquire 110 S Northern Way York, PA 17402-3737 (717) 757-7602 Attorney for Defendant Dated: 7:)' L ;Zda 412386 CERTIFICATE OF SERVICE I, Michelle M. Milojevich, an employee of the law firm of Angino & Rovner, P.C., do hereby certify that I am this day serving a true and correct copy of STIPULATION upon all counsel of record via postage prepaid first class United States mail addressed as follows: David Cook, Esquire Griffith, Strickler, Lerman, Solymos & Calkins 110 S. Northern Way York, PA 17402-3737 (717) 757-7602 ID#: 63868 Dated: (e la3l© Michelle M. Milojevich 412386 OF THE Y 001, i -122 4 Fil 1:!,3 angino-rovner 4503 NORTH FRONT STREET HARRISBURG, PA 17110-1799 PHONE: (717) 238-6791 FAX: (717) 238-5610 www.angino-rovner.com E-mail: mkosik@angino-rovner.com Honorable Edward E. Guido Cumberland County Courthouse One Courthouse Square Carlisle, PA 17013 RE: Ash v. Bowers No: 08-2211 Dear Judge Guido: RICHARD C. ANGINO MICHAEL E. KOSIK NEIL J. ROVNER RICHARD A. SADLOCK JOSEPH M. MELILLO LISA M. B. WOODBURN DAVID L. LUTZ DARYL E. CHRISTOPHER June 23, 2009 Enclosed please find a Stipulation which the attorneys have entered into with respect to setting deadlines for discovery, medical examinations and listing this case for trial. At the time of our conference call, you asked us to try and enter into a Stipulation and to submit it to the Court for entry of an Order. I am enclosing a proposed Order which I believe mirrors the Stipulation concerning these deadlines. I would ask you to enter the Order based upon the Stipulation. If you would prefer me to file a Motion, I would be happy to do so. Very truly yours, MEK/mmm Enclosure cc: David Cook, Esquire Dictated but not read. _MWXAze Michael E. Kosik K?ac? Isln? 413728 A3k-6-791 X37 ZoA PRAECIPE FOR LISTING CASE FOR TRIAL (Must be typewritten and submitted in duplicate) TO THE PROTHONOTARY OF CUMBERLAND COUNTY Please list the following case: (Check one) (X) for JURY trial at the next term of civil court () for trial without a jury CAPTION OF CASE (entire caption must be stated in full) JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs (check one) O Assumpsit () Trespass (x) Trespass (Motor Vehicle) () Other The trial list will be called on October 20, 2009. Trials commence on November 16, 2009. V. Pre-trials will beheld on October 28, 2009 STALEY BOWERS, (Briefs are due 5 days before pre-trials.) Defendant (The party listing this case for trial shall provide forthwith a copy of the praecipe to all counsel, pursuant to local Rule 314-1.) Indicate the attorney who will try case or the party who tiles is praecipe: Michael E. Kosik, 4503 N. Front Street, Hbg., PA 17110 (717) 238-6791 Indicate trial counsel for other parties if known: David E. Cook, Esquire, 110 S. Northern Way, York, Pa17402-373 757-7602 This case is ready for trial. Signe Print . Kosik Date: Attorney for Plaintiff(s) 2009 SEA' 18 Ash 1,," 0M, 460 -307,31 r C' *- ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik@angino-rovner.com JOSHUA ASH, Individually and as parent IN T E COURT OF COMMON PLEAS and natural guardian and WILLOW ASH, CU BERLAND COUNTY, PENNA. a Minor, Plaintiffs V. STALEY BOWERS CIVIL ACTION - LAW NO. 108-2211 Defendant JURY TRIAL DEMANDED PETITION FOR APPROVAL F MINOR'S COMPROMISE SETTLEMENT AND NOW, comes Petitioner Joshua Ash, as pa?ent and natural guardian of the minor Plaintiff Willow Ash, by and through her attorneys, An4ino & Rovner, P.C., and presents this Petition pursuant to Pennsylvania Rule of Civil Procedure 2639 and respectfully represents: 1. Petitioner Joshua Ash is the parent and natural!, guardian of the minor Plaintiff Willow Ash with a home address of 135 Stanford Court, Mechanicsburg, Cumberland County, Pennsylvania. 2. Minor Plaintiff Willow Ash was born on August. 28, 2001 and is currently 8 years old. 3. On July 5, 2006, minor Plaintiff Willow Ash was a right rear seat passenger in her father's car which was being driven by Defendant Staley Bowers. 4. Plaintiff Joshua Ash was a right front seat passenger in the car. 5. As Staley Bowers was proceeding north on Interstate 95 at approximately 70 miles per hour, she lost control of the vehicle resulting in the car going into the center median of the highway 422941 CERTIFICATE OF SERVICE AND NOW, this ay of October, 2009 I, Michelle M. Milojevich, an employee of Angino & Rovner, P.C., do hereby certify that I have served a true and correct copy of the PETITION FOR APPROVAL OF MINOR'S COMPROMISE SETTLEMENT in the United States mail, postage prepaid at Harrisburg, Pennsylvania, addressed as follows: David E. Cook, Esquire Griffith, Strickler, Lerman, Solymos & Calkins 110 S. Northern Way York, PA 17402-3737 (717) 757-7602 Kevin D. Rauch Esquire Summers, McDonnell, Hudock, Guthrie & Skeel, LLP 100 Sterling Parkway, Suite 306 Mechanicsburg, PA 17050 ?? A"MMilojAevichA' elle422941 FOR WILLOW ASH' CASE Smart Document Solutions (Colleton Med. Center bills ) 9/28/06 $ 18.63 Copymed, Inc. (Medical Univers. of South Carolina records) 10/6/06 42.50 Griddell Copying Service, (Healthsouth Pediatrics recor s) 11/29/06 50.35 SourceCorp (Hershey Med. Center records) 11/15/06 69 33 Smart Document Solutions (Colleton Med. Center recor s) 9/13/06 . 30.17 Griddell Copying Service, (Healthsouth Pediatics bills ) .7/5707 46 31 Copymed, Inc. (Medical Univers. of South Carolina records) 1/2/07 . 19.16 ChartOne, Inc. (Pinnacle Health records) 7/30/08 68.83 TOTAL $345.28 422941 EXHIBIT A AA-500 Tx 'imonwealth of Incident Number: H01-1753828 Q- Pennsylvania PAGE 1 Crash Involves: Police Crash Report REPORT,., -E CRASH 0 DUI 0 Fatality 0 Hit and Run 0 Commercial Vehicle 0 State Police Vehicle 0 Local Police Vehicle * N/A 0 Work Zone 0 ATV 0 Snowmobile 0 Commonwealth Vehicle 0 Local Gov Vehicle Agency Name Case Closed Patrol Zone Investigation Date o T PA STATE POLICE - HARRISBURG YES 73 04/22/2008 Dispatch Time Arrival Time Investigator Badge Number Q 08:43 h 08:46 h O DAY, JOHN R JR 10457 rs. rs. Approval Date Reviewer Reviewer Badge Number 5 05/0812008 MOWREY, WILLIAM M 05389 Date of Crash Time of Crash Day of the Week Crash Descri tion 04/22/2008 08:38 hrs. TUESDAY REAR ENO County Municipality DAUPHIN HARRISBURG Cl Weather Conditions Relation to Roadway C r NO ADVERSE CONDITIONS ON TRAVEL LAN S R Illumination Road Surface Conditi ns L) DAYLIGHT DRY # of Units # of People # of Injured # Killed EMS Agency Medical Facility 002 010 010 000 LIFE TEAM EMS MULTIPLE, HERSHEY, HARRISBURG, School Bus Related School Zone Related PennDOT Notified Type of Intersection Special Location NO NO NO OFF RAMP RAMP Work Zone Work Zone Type Wher in Work Zone c NO 0 Y Speed Limit Workers Present Officer Present Work Zone Characteristics o` Road Closed W ? Lane Closure ? with Detour ? or rk on Shoulder Intermittent or Flagger Aedian ? Moving Work ? Control ? Other a Route Signing Route Number Segment Number Travel Lanes Speed Limit Orientation 0 STATE HIGHWAY 8003 01 55 MPH NORTH a U C House Number Street Name St. Ending a Route Signing Route Number Segment umber Travel Lanes Speed Limit Orientation Used in a Intersection d N Crashes Street Name St. Ending d C Y y N r Route Number Or Mile Post Tenths Or Segment Marker Ramp Use Only Feet E 00049 c U Street Name Street Ending Or Miles Tenths J V ? E O J o m r Route Number Or Mile Post Tenths Or Segment Marker Ramp Use Only The above entry is the o E distance from the Crash R v Street Name Street Ending Scene to Landmark 1 o ? a y Degrees Minutes Seconds Decimal Degrees Minutes Seconds Decimal IL Latitude: 40 18 ; 13 699 Longitude: . 76 52 58 411 . C Traffic Control Device Traffic Co ntrol Functioning F NOT APPLICABLE NO CO NTROLS „ Lane Closed Lane Closure Direction Traffic D toured Estimated Time Closed FULLY NORTH YES 1-3 HRS J Environmental / Roadway Potential Fact rs ?E/R) Factor 1 Factor 2 Factor 3 OBSTACLE ON ROADWAY c First Harmful Event in the Crash Most Harmful Event in the Crash % Unit Number Harmful Event Unit Number Harmful Event E 001 STRUCK BY UNIT 2 001 STRUCK BY UNIT 2 Indicated Prime Factor Unit Number Prime Factor Driver Action Z c ENVIRONMENTAUROADWAY Prime Factor Enviromental/Roadway Prime Factor Vehicle Failure Prime Factor Pedestrian Action w OBSTACLE ON ROADWAY Road Surface Type Special Jurisdicti n Printed At: PA State Police - Harrisburg 05/09/2008 01:37 PM Page 1 Form #: H01-1753828 AA-5C'^ '7C Incident Number: H01-1753828 C, "lmonwealth of Pennsylvania PAGE 2 Crash Involves: Police Crash Report REPORT--,LE CRASH O DUI O Fatality O Hit and Run 0 Commercial Vehicle 0 State Police Vehicle 0 Local Police Vehicle * N/A 0 Work Zone 0 ATV 0 Snowmobile 0 Commonwealth Vehicle 0 Local Gov Vehicle Unit Number Type Unit Commercial Vehicle 001 Illegally Parked No First Name MI Last Name Suffix DOB Telephone Number TAMMY S MANETT 11/13/1962 (717) 732-1628 Street Address City State Zip Code 713 ERFORD RD CAMP HILL PA 17011 Gender License Number License State Class Expiration Date Owner Driver FEMALE 19909911 PA PRIMATE VEHICLE OWNED/LEASED BY DRIVER = = Driver Presence Physical Condition Primary Vehicle Code olation Person Charged E NO DRIVER APPARENTLY NORMAL 3351 NO 0 c Alcohol/Drugs Suspected Icohol Test Type Alcohol Test Results 20 NO TEST NOT GIVEN Driver Action ILLEGALLY STOPPED ON ROAD v m a d Pedestrian Action Pedestrian Signals Pedestrian Clothing Pedestrian Location 0 1st Harmful Event Left or Right Side M st Harmful Utiiity Pole Number STRUCK BY UNIT 2 YES 2nd Harmful Event Left or Right Side M st Harmful Utility Pole Number 3rd Harmful Event Left or Right Side M st Harmful Utility Pole Number 4th Harmful Event Left or Right Side M st Harmful Utility Pole Number Owner First Name Owner MI Owner Last Name or Business Name suffix TAMMY S MANETT Street Address city state Zip Code 713 ERFORD RD CAMP HILL PA 17011 Vehicle Type Special Usage Government Equipment Number SUV NOT APPLICABLE Model Year Vehicle Make Vehicle Model Vehicle Color VIN 1998 CHEVROLET BLAZER XT SILVER 1GNDT13W3W2294514 License Plate Reg. State Est. Speed Vehicle Towed Towed By FDN6278 PA 000 YES HANDS Insurance Insurance Company Policy Number Expiration Date YES STATE FARM 717891OA0938R Direction of Travel Vehicle Position Vehicle Movement Initial Impact Point a00 NORTH ONE LANE ROAD PARKED 6 O'CLOCK E Damage Indicator Gradient Road Alignment Possible Vehicle Failures DISABLING LEVEL CURVED NONE d # of Units Type Unit 1 Tag Number Tag Year Tag State _2 t 0 d 4 Unit Make it Owner S Type Unit 2 Tag Number Tag Year Tag State Unit Make Unit Owner Engine Size Passenger? Saddle Bag/Trunk? ailer? Driver Education? m cc o ` Driver Helmet Type Helmet Stayed On? DOTISnell Designation? Eye P otection? Long Sleeves? Long Pants? Over Ankle Boots? o 0 * Passenger Helmet Type Helmet Stayed On? DOT/Snell Designation? Eye P otection? Long Sleeves? Long Pants? Over Ankle Boots? a T V Passenger? Helmet? v m Head Lights? Rear Reflectors? a Printed At: PA State Police - Harrisburg 05/0912008 01:37 PM Page 2 Form #: H01-1753828 AA-5^^ -X Incident Number: H01-1753828 Crash involves: 0 DUI 0 Fatality a N/A 0 Work Zone Cr-imonwealth of Pennsylvania Police Crash Report 0 Hit and Run 0 Commercial Vehicle 0 AN 0 Snowmobile REPOR1--LE CRASH 0 State Police Vehicle PAGE 3 0 Local Police Vehicle 0 Commonwealth Vehicle 0 Local Gov Vehicle Unit Number ype Unit Commercial Vehicle 002 Motor Vehicle in Transport No First Name MI Last Name Suffix DOB Telephone Number SHELIA D COOK 1212811953 (717) 766-6237 Street Address City State Zip Code 923 SPRING CIRCLE MECHANICSBURG PA 17035 Gender License Number License State Class Expiration Date Owner river FEMALE 17625411 PA C PRI ATE VEHICLE NOT OWNED/LEASED BY DRIVER 0 R Driver Presence Physical Condition Primary Vehicle Code Violation Person Charged E DRIVER OPERATED VEHICLE APPARENTLY NORMAL 3714 NO 0 c Alcohol/Drugs Suspected Icohol Test Type Alcohol Test Results ,?, NO TEST NOT GIVEN Driver Action DRIVER WAS DISTRACTED a m a d Pedestrian Action Pedestrian Signals iii Pedestrian Clothing Pedestrian Location D 1st Harmful Event Left or Right Side M st Harmful Utility Pole Number HIT UNIT 1 YES 2nd Harmful Event Left or Right Side M st Harmful Utility Pole Number 3rd Harmful Event Left or Right Side Most Harmful Utility Pole Number 4th Harmful Event Left or Right Side M st Harmful Utility Pole Number Owner First Name Owner MI Owner Last Name or Bus ness Name Suffix KAUFFMAN BUSS RVICES Street Address City State Zip Code 1565 JERUSALAM RD. MECHANICSBURG PA 17050 Vehicle Type Special Usage Government Equipment Number VAN PUPIL TRANSPORT Model Year Vehicle Make Vehicle Model Vehicle Color VIN 2004 FORD E-250 WHITE 1FTNE24W24HA14328 License Plate Reg. State Est. Speed Vehicle Towed Towed By SV16658 PA 050 YES H AND S TOWING Insurance Insurance Company Policy Number Expiration Date YES ERIE Q 08-27-40010 H Direction of Travel Vehicle Position Vehicle Movement' Initial Impact Point R NORTH ONE LANE ROAD NEGOTIATING CURVE - RIGHT 12 O'CLOCK E Damage Indicator Gradient Road Alignment Possible Vehicle F ilures DISABLING LEVEL CURVED NONE a # of Units Type Unit 1 Tag Number Tag Year Tag State t 0 d > w ' Unit Make Unit Owner c c Type Unit 2 Tag Number Tag Year Tag State i= Unit Make Unit Owner Engine Size Passenger? Saddle BaglTrunk? T ailer? Driver Education? d ? Driver Helmet Type Helmet Stayed On? DOT/Snell Designation? Eye P tection? Long Sleeves? Long Pants? Over Ankle Boots? 0 0 2 Passenger Helmet Type Helmet Stayed On? DOT/Snell Designation? Eye Pr tection? i Long Sleeves? Long Pants? Over Ankle Boots? d T V Passenger? Helmet? D Head Lights? Rear Reflectors? L a Printed At: PA State Police - Harrisburg 05/0912008 01:37 PM Page 3 Form #: H01-1753828 AA-5^^ 7X Incident Number: H01-1753828 Cr -•monwealth of Pennsylvania PAGE 4 Crash Involves: Police Crash Report REPOR1nvLE CRASH O DUI O Fatality O Hit and Run O Commercial Vehicle O State Police Vehicle O Local Police Vehicle * N/A O Work Zone O ATV 0 Snowmobile 0 Commonwealth Vehicle 0 Local Gov Vehicle Unit # Person No. First Name MI Last Name Suffix DOB 002 001 SHELIA D COOK 12/28/1953 Street Address City State Zip Code 923 SPRING CIRCLE MECHANICSBURG PA 17035 c Phone Number EMS Transport Person Type Gender Injury Severity E (717) 766-6237 YES DRIVER FEMALE MODERATE INJURY w c Seat Position Safety Equipm V d DRIVER - ALL VEHICLES LAP AND S ELT USED DER B a Safety Equipment 2 Extrication IL FRONT AIR BAG DEPLOYED (FOR THIS SEAT) NOT EXTRIC TED Ejection Ejection Path NOT EJECTED NOT EJECTED/NOT APPLICABLE Unit # Person No. First Name MI Last Name Suffix DOB 002 002 EDWARD HAYCOCK 02129/1996 Street Address City State Zip Code 2C CREEKSIDE DR. CARLISLE PA 17015 c Phone Number EMS Transport Person Type Gender Injury Severity E (717) 691-9706 YES PASSENGER MALE MINOR INJURY 0 c Seat Position Safety Equip en I d FRONT SEAT RIGHT SIDE LAP AND SH ULDER BELT USED a a Safety Equipment 2 Extrication SIDE AIR BAG DEPLOYED (FOR THIS SEAT) NOT EXTRICATED Ejection Ejection Path NOT EJECTED NOT EJECTED/NOT APP CABLE Unit # Person No. First Name MI Last Name Suffix DOB 002 003 THOMAS BLANEY 02/12/2002 Street Address city State Zip Code 2330 GREENBRIAR RD ENOLA PA 17025 c Phone Number EMS Transport Person Type Gender Injury Severity E (717) 732-7230 YES PASSENGER MALE MINOR INJURY w c Seat Position Safety Equipmentil v a BUS PASSENGER LAP AND SHdULDER BELT USED a Safety Equipment 2 Extrication NONE USED / NOT APPLICABLE NOT EXTRICATED Ejection Ejection Path NOT EJECTED NOT EJECTED/NOT APPLI ABLE Unit # Person No. First Name MI Last Name Suffix DOB 002 004 NATHAN GATTER 05/31/1996 Street Address City State Zip Code 1770 LAMBS GAP RD MECHANICSBURG PA 17050 c Phone Number EMS Transport Person Type Gender Injury Severity E (717) 728-4328 YES PASSENGER MALE MINOR INJURY 0 c Seat Position Safety Equipment w BUS PASSENGER LAP BELT US D a a Safety Equipment 2 Extrication NONE USED / NOT APPLICABLE NOT APPLICA LE Ejection Ejection Path NOT EJECTED NOT EJECTED/NOT APPLI ABLE Printed At: PA State Police - Harrisburg 05/09/2008 01:37 PM Page 4 Form #: H01-1753828 AA-5C^ 7X Incident Number: H01-1753828 C( monwealth of Pennsylvania PAGE 5 Crash Involves: Police Crash Report REPORTABLE CRASH O DUI O Fatality O Hit and Run O Commercial Vehicle O State Police Vehicle O Local Police Vehicle * N/A O Work Zone O ATV O Snowmobile O Commonwealth Vehicle O Local Gov Vehicle Unit # Person No. First Name MI Last Name Suffix DOB 002 005 NUNCIO MASSARA 06/25/2002 Street Address City State Zip Code 1110 CROSS CREEK DR. MECHANICSBURG PA 17050 c rz Phone Number EMS Transport Person Type Gender Injury Severity E (717) 635-9193 YES PASSENGER MALE MINOR INJURY w c Seat Position Safety Equipme 1 m BUS PASSENGER LAP AND SH ULDER BELT USED a a Safety Equipment 2 Extrication NONE USED / NOT APPLICABLE NOT EXTRIC TED Ejection Ejection Path NOT EJECTED NOT EJECTED/NOT APP I CABLE Unit # Person No. First Name MI Last Name Suffix DOB 002 006 BRIAN GATTER 06/30/1998 Street Address City State Zip Code 1770 LAMBS GAP RD MECHANICSBURG PA 17050 = Phone Number EMS Transport Person Type Gender Injury Severity E (717) 728-4328 YES PASSENGER MALE MINOR INJURY c Seat Position Safety Equipmen 1 d BUS PASSENGER LAP BELT U ED c a Safety Equipment 2 Extrication NONE USED / NOT APPLICABLE NOT EXTRIC TED Ejection Ejection Path NOT EJECTED NOT EJECTED/NOT APPL CABLE Unit # Person No. First Name MI Last Name Suffix DOB 002 007 MARICLARE GATTER 05/29/2000 Street Address City State Zip Code c 1770 LAMBS GAP RD MECHANICSBURG PA 17050 Phone Number EMS Transport Person Type Gender Injury Severity E (717) 728-4328 YES PASSENGER FEMALE MINOR INJURY 0 c Seat Position Safety Equipment 1 d BUS PASSENGER LAP AND SH ULDER BELT USED c Safety Equipment 2 Extrication CL NONE USED / NOT APPLICABLE NOT EXTRICA TED Ejection Ejection Path NOT EJECTED NOT EJECTED/NOT APPLI ABLE Unit # Person No. First Name MI Last Name Suffix DOB 002 008 GIANNA MASSARA 06/25/2002 Street Address City State Zip Code 1110 CROSS CREEK DR MECHANICSBURG PA 17050 c «°- Phone Number EMS Transport Person Type Gender Injury Severity ? E (717) 635-9193 YES PASSENGER FEMALE MINOR INJURY 0 c Seat Position Safety Equipment d a BUS PASSENGER LAP AND SHO LDER BELT USED d Safety Equipment 2 Extrication a NONE USED / NOT APPLICABLE NOT EXTRICA ED Ejection Ejection Path NOT EJECTED NOT EJECTED/NOT APPLI ABLE Printed At: PA State Police - Harrisburg 05/09/2008 01:37 PM I Page 5 Form #: H01-1753828 AA-50C TX Incident Number: H01-1753828 Cr -monwealth of Pennsylvania PAGE 6 Crash Involves: Police Crash Report REPORTP..,LE CRASH O DUI O Fatality O Hit and Run O Commercial Vehicle 0 State Police Vehicle 0 Local Police Vehicle © N/A 0 Work Zone 0 ATV 0 Snowmobile 0 Commonwealth Vehicle 0 Local Gov Vehicle Unit # Person No. First Name MI Last Name Suffix DOB 002 009 SAMANTHA BLANEY 08/31/1998 Street Address City State Zip Code 2330 GREENBRIAR RD IENOLA PA 17025 «°-? Phone Number EMS Transport Person Type Gender ry Severity Inju E (717) 732-7230 YES PASSENGER FEMALE MI NOR INJURY `o E- Seat Position Safety Equipme 1 d BUS PASSENGER LAP BELT U ED a d Safety Equipment 2 Extrication a NONE USED / NOT APPLICABLE NOT EXTRIC TED Ejection Ejection Path NOT EJECTED NOT EJECTED/NOT APP ICABLE Unit # Person No. First Name MI Last Name Suffix DOB 002 010 WILLOW ASH 08/28/2001 Street Address City State Zip Code 135 STANFORD CT CARLISLE PA 17015 Phone Number EMS Transport Person Type Gender Injury Severity E (717) 343-4395 YES PASSENGER FEMALE MINOR INJURY 0 c Seat Position Safety Equipment I d BUS PASSENGER LAP AND SHO ULDER BELT USED Q d Safety Equipment 2 Extrication a NONE USED / NOT APPLICABLE NOT EXTRIC TED Ejection Ejection Path NOT EJECTED NOT EJECTED/NOT APPL CABLE First Name MI Last Name Suffix Phone Number d MICHAEL A MILLER (717) 243-3431 Street Address City State Zip Code 3 1861 DOUGLAS DR. CARLISLE PA 17013 Printed At: PA State Police - Harrisburg 05/09/2008 01:37 PM I Page 6 Form #: H01-1753828 AA-50^ -rX Incident Number: H01-1753828 Cfwmonwealth of Pennsylvania PAGE 7 Crash Involves: Police Crash Report REPORIr_LE CRASH 0 DUI 0 Fatality 0 Hit and Run 0 Commercial Vehicle 0 State Police Vehicle 0 Local Police Vehicle * N/A 0 Work Zone 0 AN 0 Snowmobile 0 Commonwealth Vehicle 0 Local Gov Vehicle EXIT 67 & CAMERON ST. SR 8003 (55 MPH) R O UNIT#2LEFT RK / IOT To Sr'-'Le' N T THBOUND -UNIT#2 FINAL REST UNIT#1 FINAL REST E T#2 RIGHT SKID MARK INITIAL IMPACT Jc. UNIT # 1 LEFT AND RIGHT YAW MARK w A j O I' I Crash Synopsis THIS CRASH OCCURRED ON THE 67A OFF RAMP FROM 181 N B. UNIT # 1 WAS DISABLED AND ILLEGALLY PARKED, PARTIALLY ON THE ROADWAY. UNIT # 2 EXITED 181 N/B ON EXIT 67 A AND STRUCK UNIT # 1 IN THE REAR, FOR AN UNKNOWN REASON. Narrative THIS CRASH OCCURRED ON THE 67A OFF RAMP FROM 181 N/B UNIT # 1 WAS DISABLED AND ILLEGALLY PARKED, PARTIALLY ON THE ROADWAY. UNIT # 2 EXITED 181 /B ON EXIT 67 A AND STRUCK UNIT # 1 IN THE REAR, FOR AN UNKNOWN REASON. UPON MY ARRIVAL, I OBSERVED UNIT # 1 AND # 2 AT REST, O F THE RIGHT SIDE OF THE ROADWAY, FULLY ENGULFED IN FLAMES. I OBSERVED ALL THE PASSENGERS OF UNIT # 2 AT A SAFE DISTANCE FROM THE VEHICLE BEING COMFORTED BY GOOD SAMARITANS. PHYSICAL EVIDENCE AT THE SCENE CONSISTED OF YAW MA KS FROM UNIT # 1, WHICH INDICATED THE VEHICLE WAS PARKED APPROXIMATELY 1.5-2 FT. TO THE LEFT F THE RIGHT FOG LINE. THE LEFT YAW WAS APPROXIMATELY 45 FEET IN LENGTH. THE RIGHT YAW MARK S NOT MEASURED BUT WAS SPACED APPROXIMATELY 6 FT FROM THE LEFT YAW MARK. 1 OBSERVED A LEFT YAW MARK FROM UNIT # 2. THE LEFT YA MARK WAS APPROXIMATELY 60 FT IN LENGTH. I OBSERVED A VERY SHORT RIGHT SKID MARK SPAC D APPROXIMATELY 6.5 FEET FROM THE LEFT YAM MARK. r1111MU 1: r' OtaLn rvuve - narn50urg vaivarcuvo u7:JI rm I rage i I-orm s: not-i iostizu AA-500 TX Incident Number: H01-1753828 Cc --imonwealth of Pennsylvania PAGE 8 Crash Involves: Police Crash Report REPORI...4LE CRASH 0 OUI 0 Fatality 0 Hit and Run 0 Commercial Vehicle 0 State Police Vehicle 0 Local Police Vehicle * NIA 0 Work Zone 0 ATV 0 Snowmobile 0 Commonwealth Vehicle 0 Local Gov Vehicle I ALSO OBSERVED VARIOUS DEBRIS SUCH AS BROKEN GLASS AND PLASTIC AT THE POINT OF IMPACT. PHYSICAL DAMAGE CONSISTED OF DISABLING DAMAGE TO THE REAR OF UNIT # 1. UNIT # 2 SUFFERED DISABLING DAMAGE TO THE FRONT OF THE VEHICLE. BOTH (UNITS WERE SEVERELY BURNED AFTER THE IMPACT. I INTERVIEWED THE OPERATOR OF UNIT # 2 AT THE SCENE HORTLY AFTER THE CRASH AND BY PHONE ON 04/28/08 AT APPROXIMATELY 2145 HRS. SHE STATED SHE EXI ING 181 ONTO EXIT 67 A AND SHE HEARD A BANG. SHE STATED SHE WAS NOT DISTRACTED BY ANYTHIN PRIOR TO THE CRASH BUT CAN NOT REMEMBER WHAT HAPPENED THE MOMENTS BEFORE IMPAC . I INTERVIEWED WITNESS # 1 AT THE SCENE SHORTLY AFTE AT APPROXIMATELY 2100 HRS. HE STATED HE WAS TRAVELI STATED HE DID NOT HAVE A CLEAR VIEW OF UNIT # 1 BECAU OPERATOR # 2 DID NOT MAKE ANY ABRUPT MANEUVERS PRI UNIT # 1 AND STATED BOTH VEHICLES TRAVELED PARALLEL AND CAME TO REST. WITNESS # 1 STATED HE AND OTHERS UNIT # 2 IMMEDIATELY AFTER IMPACT. HE STATED ONCE AL MOVED TO SAFETY, HE CALLED 911. HE STATED THE VAN Tli THE ENGINE COMPARTMENT, AFTER ALL THE PASSENGERS 1 STRONG SMELL OF GASOLINE AND EVENTUALLY UNIT # 2 IGI THE CRASH AND AGAIN BY PHONE ON 04/28/08 3 DIRECTLY BEHIND THE SCHOOL VAN. HE IT WAS OBSTRUCTED BY UNIT # 2. HE STATED R TO IMPACT. HE OBSERVED UNIT # 2 STRIKE O EACH OTHER AS THEY TURNED 180 DEGREES IEN BEGAN TO PULL THE PASSENGERS FROM THE PASSENGERS WERE REMOVED AND N BEGAN TO CATCH FIRE, WHICH INITIATED IN _RE REMOVED. HE STATED THERE WAS A fED UNIT # 1. I SPOKE WITH PERSON # 2 AND HE STATED HE WAS SEATED NEXT TO OPERATOR # 2. HE STATED HE COULD SENSE UNIT # 2 WAS GETTING CLOSER TO UNIT # 1 AND THAT NIT # 1 WAS NOT MOVING. HE STATED HE SCREAMED WHEN HE REALIZED UNIT # 2 WAS GOING TO STRI E UNIT # 1. HE STATED HE DID NOT OBSERVE ANY ACTIONS THAT MAY HAVE DISTRACTED OPERATOR # 2. I WAS ASSISTED AT THE SCENE BY OTHER MEMBERS OF TR90P H, SUSQUEHANNA POLICE DEPT., PROGRESS AVE. FIRE, AND LIFE TEAM EMS. THE OWNER OF UNIT # 1 WAS NOT CITED BECAUSE SHE STATED THE VEHICLE LOCKED UP AND BECAME DISABLED. SHE STATED SHE AND HER HUSBAND ATTEMPTED TO PUSH IT OFF THE ROADWAY UNSUCCESSFULLY. SHE ALSO ARRANGED FOR A PROGRESS VE. EXXON TO REMOVE THE VEHICLE APPROXIMATELY 2 HRS PRIOR TO THE CRASH. OPERATOR # 2 WAS NOT CITED BECAUSE A SPECIFIC CARELESS ACTION CAN NOT BE IDENTIFIED. Printed At: PA State Police - Harrisburg 0510912008 01:37 PM Page 8 Form #: H01-1753828 EXHIBIT MRN: 2547642 Visit: 842975781 DocType: DIS - HOSPITAL DISCHARGE SUMMARY MUSC Medical Center HOSPITAL DISCHARGE SUMMARY Patient Name: ASH, WILLOW MRN: 002547642 Patcom: 842975781 Admitted: 07/06/2006 Discharged: 07/08/2006 Service: Orthopedic Surgery Attending: James F. Mooney III, MD Referring: CHIEF COMPLAINT: Right lower extremity pain. HISTORY OF PRESENT ILLNESS: The patient is a 4-year-old C female who was involved in a motor vehicle collision resulting in right lower extremity pain and right wrist pain. Patient was brougl to emergency room, evaluated by the trauma service initially, and found to have a right distal tibia fracture as well as a buckle fracture of the right distal radius. Orthopedic consult was request and patient was admitted to orthopedic service. PAST MEDICAL HISTORY: None. PAST SURGICAL HISTORY: None. ALLERGIES: No known drug allergies. SOCIAL HISTORY: Patient lives with her mother in Pennsylvania. HOSPITAL COURSE: Patient was admitted and taken to the ope?duction ting room on Friday morning with Dr. Mooney where she underwent closed r and percutaneous pinning of her distal tibia fracture as well as application of short leg splint. The patient was brought to the floor and did extremely well. There were no complaints. She tolerated .o. pain medicines well. She was able to participate with physical therapy, move from her bed to the wheelchair without difficulty. At this point, she is in excellent condition to be discharged home to follow up with an outside orthopedic surgeon in Pennsylvania. Thi has been arranged already with Dr. Mooney. DISCHARGE DIAGNOSIS(ES): 1. Right distal tibia fracture. 2. Right distal radius fracture. FOLLOWUP: Three weeks at Hershey Pediatric Hospital. DISPOSITION: Patient will be discharged to home with a DISCHARGE MEDICATIONS: Tylenol #3 elixir. DISCHARGE INSTRUCTIONS: Patient is advised to keep her all times and to call if any problems or concerns. Dictated by: Allister Williams, MD dry at Page 1 °:p MRN: 2547642 Visit: 842975781 DocType: DIS - HOSPITAL DISCHARGE SUMMARY Allister Williams, MD James F. Mooney III, MD Attending 190319 / 300: JOB: 281276 DD: 07/08/06 DT: 07/08/06 Additional CC Edited By ALL Electronically Page 2 q C MRN: 2547642 Visit: 842975781 DocType: OPR - OPERATIVE NOTE MUSC Medical Center OPERATIVE NOTE Patient Name: ASH, WILLOW MRN: 002547642 Patcom: 842975781 Date of Surgery: 07/06/2006 Surgeon: James F. Mooney III, MD Assistant(s): Williams PREOPERATIVE DIAGNOSIS: Right distal tibia fracture. PROCEDURES: Closed reduction percutaneous pinning distal tibial shaft fractures. ANESTHESIA: General. DESCRIPTION OF PROCEDURE: Patient was brought to the op rating room and placed on table in supine position. General anesthesia was introduced without difficulty or complication. Patient's existing splint was removed. She had significant ecchyr over the distal medial aspect. Her compartments, however, were Her right lower extremity was prepped and draped in sterile fashio utilizing Betadine and alcohol. The closed reduction maneuver was performed. The fracture was adequately lined and 2 smooth pins were placed in a retrograde fashion. Cross-pins were applied. She tolerated the procedure well. These were cut and J'd. Sterile bulky dressing were applied. Sponge and needle counts were correct. She was to en to recovery room after placement in short leg splint. i Dictated by: James F. Mooney III, MD James F. Mooney III, MD Surgeon 146519 / 41463 / 29442 JOB: 280935 DD: 07/06/06 01:42 PM DT: 07/06/06 02:20 PM Additional Electronically signed by JAMES MOONEY, on 08-22-2006 Page 1 7 EXHIBIT ?I I O I? cnxl? uj o 2 ?'- F-!OIU W'JIQ ll-- i§io O QI w _U Q I- Z w Q w H x w _o O w a O "U Lij a; c ;,ii ? ? E m Q w to IY L 3 w I C C m ? ? ca -2 c`a ?.? 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U'Cul - it (n o a Q' X m c Q Q Z5 ._ o U m 2 W c Y Y V) V) VI 'I VI vi L .a U O' 0 0 T N N T> 0 a?N 3Y_ - -'- E-0 L pI (o -0 m > (p c? Q L of O f0 j ? E 1-0 0 f0 a - 0 (0 (U y 01-0 m m p N 3 Cl) 7 E cn ? ? p 0 0 1-0 o C O I 0 ca O oLl O 2' X X I X X Y N aI j o W a > - 0 L... (E6 L L L L t E a o LL - 7 7I 7, ' 11 C/) °I 0 cn 0 U ') 0 to o o, cn cn °I 2 2 2 2 2 U. W OCU Cp o 0 o l ? ? W ?- M o O o B I O Z 'cT O ? I o OD O N M O O N Q W O co 0) O O O i 'IT IO CD I L OI (Di O \ O N O N d O O O N O r O_ m i? a D U) X I M rn M M Cl) i EXHIBIT i i MEDICAL BILL SUMMARY WILLOW ASH _- DATE OF ACCIDENT: 7/5/06 DATE OF PROVIDER AMOUNT AUTO pW CLIENT WRITE/ SERVICE B(LI ED 10-000 OFF BALANCE 07/05/06 Carolina MedCare ? - $770 00 $770.00 $0.00 07/05/06 ,Carolina Health S - -- pecialist - $243 00 50.00 $193.00 $0.00 07/06/06 $45 00 '-- $28 00 - _ - - - $7.50 $0.00 -- $37.50 07/05/06 Charleston Radiologists - - - - C - - $2800 _ _$0.00 07/05/06 Colleton CountYFire - -- - -- $840.00 - - - i - $840.00 07/05/06 IColleton-Medical Center-f $1,393.50 x$1,393.50 F - f - __-- -- 0 - ----j ---- ---?- ---- - i - - - - '- - - - $0.00 - ,Colleton Medical Center $348 37 - - - - $348.37 $0.00 nd Co Commis - -- $100 00? 60.00 CumberlandCo_Com mis -$100.00 i - --- $40.00 $0.00 05/14/08 60.00 f --- {-- - - -- $40.00 - 05/29/08 Cumberland Co Commis - - - -- $0.00 __ -_-_ ? $100.00 I _- -- 60.00 i ? $40.00 __- _ $0.00- 04/03/07 Dr. Galla9 her-Shrift 65.00 -- 27 .00 ?- - - --- - $38.00 $0.00 8/23/06- --- 9/1/06HealthSouth $1,005.00 $'76.00 $65.20 0.00 4/24/07-- - 07/0/06 ?MC h I t (Fac ) $1,273.00 2 _ -__-- $ 76.00 ?- -- -- $500.70 -- -- $0.00 - Y - 07/27/26 HMC ( Facility) - $ 50.00 $250 00 35 01 -$214.99 - $0.00 - - 08/17/06 HMC (Far __ ilit - - - - - y . $11000 r --- - - - - . 14.38 $214.99 - -- - - $95.62 $0.00 0 00 08/1 7/06? HMC Facilit ( Y) $110.00 - - - 1 14.38 1 $95.62 . $0 00 04/09/07 - - - I HMC - (Facility) _ - $137.00 - 20.63 116.37 . - 0 00 7/10/06 HMC (Doctor) $ 7 pp $ 3 9 ! .9 37 5 9.0 ! 5 1 . -- - $0 00 07/10/06 HMC Doctor ?_ ) -- 07/10/06 (Doctor)- - HMC 57 00 - - ? - $57 00 -- ?- _ -1 - 9 .75 9 $ $9 --- ?---. _ ___ _ __ __ $47.25 ? - - -_ -_- . - - $0.00 - - - 07/27/06 HMC Doctor - - -- ---? - -- -_ -- . - $62 .00 f $ $ 13.00 - 2 90 $44.00 $19 10 0.00 -_ 07/27/06 'HMC (Doctor) -- -- - 07/27/06 HM ? --.00 --- --$57 - - - 4-- - - $ . 1_3.00 - . - - $4400 $0.00 - $0.00 C Doctor 1 .0 - - ----- - ? --- -- I $47.25 $0 00 7/27/06 (- - ) - HMC Doctor - - 08/17/06 H MC Doctor $54.00 ? - -t ? p i_ -- - 9.75 -- - - - - -- + - L - $44.25 -- - . -- --- $0.00 -- _ _ _ - 08/1- 7/06 HMC Doctor 0 - - ------- -- '_ $ 3.00 _ _ - - 9.75 $15.00 -__ - ? _ $44 25 $0.00 _. $0 00 04/09/07 !H (Doctor) - --- ? $57.00 - -- $ 1 44 - t 56. - - $45 . -- - - 04/09/07 HMC (Doctor) - - _ - 70.00 --- - -- ? --- . - --- 2.90 . -- - - - -- - - $27 10 $0.00 00 $0 7/6/06- - -- - -- . _ -_ . - -7/8/06 !Medical Univ Hos _---_ r __ - - - --p Auth _ 7/5/06- . $12,251.00 --- ---- _ - $5000 , ' .00 { - I---- - - ____- I 0.00 i -- - - 7/6/06 Medical Univ of SC - .-- - ! I' $4,645.00 ---- - 808.50 - T 1 836 50 0 $0 07/04/06 , D r. S cott Ste bauer $950.00 - -{ --- --- - , . - - - - . _ TOTAL $25,683.87 $10,000.00 $9 9.10 $0.00 $4,313.67 $0.00 $840.00 337337_1.XLS Updated: 10/19/2009 Page 1 i EXHIBIT SUMMER,S, MCDONNELL, HUE)OCK GUT.iRIE & SKEEL, , L.L... ATTORNEYS AT LAW STEPHEN J. SUMMERS THOMAS A. MCDONNELL HARRISBURG OFFICE: . JOSEPH A. HUDOCK. JR. 1017 MUMMA ROAD ERIN M. ERIN M. BRAUN BRAUN GREGG A. GUTHRIE Guy E. BLass PETER B. SKEEL LEMOYNE, PA 17043 MARK J. GOLEN M. CONNELLY HONE: 717-901-5916 ROBERT J. FISHER. JR. JEFFREY C CATANZARITE FAX: 717-920-9129 KIMBERLY L. GALLUCCI" KEVIN D. RAUCH JESSICA M. JURAS KO ERICK V. VIOLAGO ALSO ADMITTED IN WV JOHN A. Lucy **ALSO ADMITTED IN OH SETH T BLACK ***ALSO ADMITTED IN NJ RV PATRICK M. HORAT July 29, 2008 ETHAN K. STONE Michael E. Kosik, Esquire Angino & Rovner, P.C. 4503 North Front Street Harrisburg, PA 17110-1708 RE: Ash v. Bowers Our File No. 16325 Dear Mr. Kosik: As a follow-up to the conversation I had with *our office, please allow this letter to confirm that I have been authorized to extend the olicy limits for the claim of Willow Ash. As such, we have exhausted the liability limits f the applicable State Farm policy. Please contact me once you have returned to the office so that we may discuss this matter in further detail. I look forward to hearing from you. Thank you; Very Rauch KDR:lat PITTSBURGH OFFICE: GULF TOWER. SUITE 2400. 707 GRAFT STREET. PITTSBURGH. PA 15219 PHONE 412-261-3232 FAX 412-261-3239 i EXHIBIT' SDS P.O. Box 409740 Atlanta, Georgia 30384-9740 Fed Tax ID 58 - 2659941 (770) 754 - 6000 I to: CHAE E KOSIK GINO C 4503 NORTH FRONT STREET HARRISBURG, PA 17110-1708 Requested By: ANGI D ROVNER PC Patient Name: SH WILLOW Description Basic Fee Retrieval Fee Per Page Copy (Paper) 1 Shipping/Handling Subtotal Sales Tax Invoice Total Balance Due 6SAf-EGUARD LITHO JSA SFSU CK730E1131 ANGINO AND ROVNER, P.C. HARRISBURG, PA 17110 04 SDS INVOICE Invoice #:0035753912 Date: 09/18/2006 Bill to: T? MICHAEL E KOSIK ANGINO AND ROVNER PC 4503 NORTH FRONT STREET HARRISBURG, PA 17110-1Y08 1 C?h DOB: OTHER: VENDOR: SMART DOCUMENT SOLUTIONS, LLC P.O. BOX 409740 ATLANTA, GA 30384-9740 LRecords from: COLLETON MEDICAL CENTER 501 ROBERTSON BOULEVARD WALTERBORO, SC 29488 082801 NA CHECK DATE: 9/28/2006 CHECK NUMBER: 69909 69909 INVOICE AMOUNT.....: 18.63 INVOICE NUMBER.....: 35753912 INVOICE DESCRIPTION: COLLETON MED CNTR RECRDS VENDOR NUMBER......: 9300 ill, INVESTIGATION EXPENSE 18.63 <-- CHECK AMOUNT ?? SF1310380T-1 ? -• • _ • r • • •--• -- ,- •- - - -.. _ _,... , .... , _? __ REORD ER FROM YOUR LOCAL SAFEGUARD DISTRIBUTOR,IFONKNOWN, CALL 800-523-2422 invoice. You can now pay your SDS invoice online by visiting HBOXWJO010000 LssLco,oaoe www.SDSPayOnline.com. Simply have your invoice and Payment Amount $ major credit card ready to process your payment. i ...................................... -..... Please return stub with payment. Please include invoice number on check. To pay invoice online, please go to www.SDSPavOnline.c!om or call (770) 754 6000 ---, _ -06-2006 03:10 MUSC MED RECORDS 1 843 792 5468 P.02i03 ntitled Document - _0_ _ __ - copy- C. Medical Record and Document Management Services Post Office Drawer 11059 Jacksonville, Florida 32239-1059 Phone: (904) 743-8321 Fax. (904) 744-0812 Fed Tax !D: 59-2816403 Estimate Number P5068959 NOTE: This is an estimate, NOT an invoice. See expiOnation at the bottom of the form. -Estimate Provided To. Requester. ANGINO 8 ROVNER, PC Address: jZF0_3 NORTH FRONT STREET Address (cont) City: HARRISBURG Stater PA 7115-r17110.... Phone: 71i 238 1 ll. )r F? . .......... Requesting Party: MICHAEL KOSIK Invoice Date: 10/6/2006 Site LoWUon: MUSC ... R ion: F656-77 Request: 661071 Shipped Via: USPS INVOICE PAYABLE UPON RECEIPT Photocopies of medical records on your dient, Last Name: SH ; , Feat WILLOW MI: From: 7/06!06 -ABSTRACT ........... .... . Identifying # 547642 MArfGUARD. LITHO LISA S.SL3 0+7508113 - __'.. •, 12 rnnv of this ANGINO AND ROMER, PC HARRISBURG, PA 17110 VENDOR: COPyMED, INC. POST OFFICE DRAWER 11059 JACKSONVILLE, FL 32239-1059 i i AMOUNT FILE# EXPEL, 42.50 FILE DESCRIPTI 06160 ASH, JOSHUA CHECK DATE: 10/06/2006 Pages Copied: 42 Photocopy Charge: 325.50 _ Postage: 52.00 Certification Fee: 30.00 Adm. Processing Fee: 315.00 ^--? Twr?l• 542..5 CHECK NUMBER: INVOICE AMOUNT..... INVOICE NUMBER.....: INVOICE DESCRIPTION: MED. RECS. VENDOR NUMBER....... -a_ 71 INVESTIGATION EXPENSE 42.50 -----1 CHECK AMOUNT 69993 69993 42.50 14636 1? 11! 17f 2995 19: 3? 7'.75957939 GCS PAGE 02 GrindeH Copying Services, LLC 16 Fenwick Drivc EIN # 200736777 klanchestcr, PA 17345 Phone* 717.757_2620 4ngino & Rovncr "- 4503 North Front Strcet IIaiTisburg,.PA 17110- .1708 Records From Health.South Pedtatncs 175 Lancaster Blvd. Mechanicsburg, PA 17055 Description Search & Retrieval of Records - Pagcs 1 - 20 Pages 21 - 60 'l"z75AHOOD. LITHO USA SFSL3 CKi S08113L ANGINO AND ROVNER, P.C. HARRISBURG, PA 17110 I CHECK DATE: 11/9/2006 CHECK NUMBER: 70539 70539 VENDOR: GRINDELL COPYING SERVICES, LLC INVOICE AMOUNT.....: 50.35 16 FENWICK DRIVE INVOICE NUMBER.....: 2856 MANCHESTER, PA 17345 INVOICE DESCRIPTION: MED. RECS. VENDOR NUMBER......: 12824 EXPENSE BREAKDOWN AMOUNT FILE# _ FILE DESCRIPTION G/L#: G/L ACCOUNT DESCRIPTION 50.35 06160 ASH, JOSHUA 7111 INVESTIGATION EXPENSE i Invoice Date Invoice # 11/1742006 2856 --I J. - I /V,__ZC OuIb CJ Oequested y: Michael Kosik Oatient Na e : Ash, Willow D B : 8/28/01 Quantity Rate Amount 1 18.30 - a 18.30T 20 I 1.23 24,60T 5 I 0.92 ( 4.60T 50.35 c-- CHECK AMOUNT REMITTANCE ADDRESS: SOURCECORP HEALTHSERVE, INC. PO BOX 19066 GREEN BAY WI 54307 Phone: (866)420-7455 Fax : (920)406-3771 ATTN: MICHAEL E KOSIK ANGINO & ROVN C 4503 NORTH FRON HARRISBURG, PA 17110-1708 GZQI?o Invoice No. Invoice Date Sales Code Class / Type Price Class EIN Account #: 2386791 01-BQ-87857 11/08/2006 TL7477 LAW / LAW STD 65-0765287 Patient: WILLO ASH Birth Date: 08/28/2001 Hospital: HERSHEY CAL CENTER RequestNo: 251682 Request Date: 10/24/2006 }deference #: S771051034 ---------------------------- ---------------------- Please cut along the dotted line and return the above stub with your payment SUMMARY OF CHARGES FOR MEDICAL RECORDS CODE SERVICE RENDERED UNIT AMI'T QTY. TAX EXT. AM'T 5 BASIC CHARGE 14.3000 1 N 14.30 10 COPY CHARGE 1.23p0 14 N 17.22 40 ARCHIVAL FEE 4.0060 1 N 4.00 ANGINO AND ROVNER, P.C. 70387 HARRISBURG, PA 17110 CHECK DATE: 11/1/2006 CHECK NUMBER: 70387 VENDOR: SOURCECORP HEALTHSERVE, INC. INVOICE AMOUNT.....: 69.33 P.O. BOX 19066 INVOICE NUMBER.....: Ol-BQ-87856 & 87857 GREEN BAY, WI 54307 INVOICE DESCRIPTION: HMC VENDOR NUMBER...... 14202 i EXPENSE BREAKDOWN AMOUNT FILE# FILE DESCRIPTION G /L# G /L ACCOUNT DESCRIPTION 32.70 06160 ASH, JOSHUA 711 INVESTIGATION EXPENSE 36.63 06160 ASH, JOSHUA 7111 INVESTIGATION EXPENSE I I I 69.33 <-- CHECK AMOUNT i i i i Smart Document Solutions, LLC P.O. Box 409740 Atlanta, Georgia 30384-9740 Fed Tax ID 58 - 2659941 (770) 754 - 6000 Ship to: MICHAEL KOSIK ANGINO NER PC 4503 NORTH FRONT STREET HARRISBURG, PA 17110-1708 INVOICE Invoice #:0035566032 Date: 9/6/2006 Bill to: MICHAEL E KOSIK ANGINO AND ROVNER PC 4503 NORTH FRONT STREET HARRISBURG, PA 17110-108 Requested By: NO AND ROVNER PC "DOB: Patient Na t:tILLOW Records from: COLLETON MEDICAL CENTER 501 ROBERTSON BOULEVARD WALTERBORO, SC 29488 082801 Description Quontity Unit Price Amount Basic Fee 15.00 Retrieval Fee 0.00 Per Page Copy (Paper) 1 19 0.65 12.35 Shipping/Handling 1.11 Subtotal 28.46 Sales Tax 1.71 Invoice Total 30.17 Balance Due 30.17 Pay your invoice online at www.SD Pa O i @+A1iGUARD LITHO USA SFSL3 CKi SO8113L ANGINO AND ROVNER, P.C. HARRISBURG, PA 17110 VENDOR: SMART DOCUMENT SOLUTIONS, LLC P.O. BOX 409740 ATLANTA, GA 30384-9740 30.17 06160 ASH, JOSHUA 30.17 c-- CHECK AMOUNT CHECK DATE: 9/13/2006 CHECK NUMBER: 69738 69738 INVOICE AMOUNT....,; 30.17 INVOICE NUMBER....,; 0035566032 INVOICE DESCRIPTION: COLLETON MED. CTR. VENDOR NUMBER......: 9300 - vi i, Nl:cyUN'P DES 711 i INVESTIGATION EXPENSE Grindell Copying Services, LLC 16 Fenwick Drive EIN # 200736777 Manchester, PA 17345 Phone # 717-757-2620 Bill To Angino & Rovner 4503 North Front Street Harrisburg, PA 17110-1708 Records From HealthSouth Pediatrics 175 Lancaster Blvd. Mechanicsburg, PA 17055 D?I (,a a Invoice Date Invoice # 6/20/2007 3373 Oequested By: Micl Patient Nam . Ash, Kosik 01 Description Quantity Rate Amount Search & Retrieval of Records 1 18.54 18.54T Pages 1 - 20 19 1.25 23.75T Postage Fee 1 1.48 1.48 LU SAFEGUARD LITHO uSN SF.L3 Cr,'A8i 'ANGINO AND ROVNER, P.C. HARRISBURG, PA 17110 VENDOR: GRINDELL COPYING SERVICES, LLC 16 FENWICK DRIVE MANCHESTER, PA 17345 CHECK DATE: 7/0',5/2007 CHECK NUMBER: 73187 7 3 18 INVOICE AMOUNT.....: 46.31 INVOICE NUMBER.....: 3373 INVOICE DESCRIPTION: HEALTHSOUTH PEDIATRICS VENDOR NUMBER......: 12824 EXPENSE BREAKDOWN AMOUNT FILE# FILE DESCRIPTION G/L# G/L ACCOUNT DESCRIPTION 46.31 06160 ASH, JOSHUA 711 INVESTIGATION EXPENSE 46.31 <-- CHECK AMOUNT titled Document Page 1 of 1 Rii IITr Medical Record and Document Manjagement Services Post Office Drawer 11059 Jacksonville, Florida 32239-11059 Phone: (904) 743-6221 Fax: (904) 744-0812 Fed Tax ID: 59m2810403 Invoice Number 737017 SOLD TO: Requester: ANGINO & ROMER Address: 4503 NORTH FRONT STREET Address (cont) City: HARRISBURG State: PA ZIP: 17110 Phone: 717 238 - 6791 Requesting Party: Invoice Date: 12/6/2006 Site Location: MUSC Region: Request #: 572573 Shipped Via: USPS Photocopies of medical records on your client, Last Name: ASH First: WILLIOW MI: F - From: 07-06-06 TO 07-08-06 Identifying #: 2547642 K+ sAr-EGUAQD. LITHO USA SLSL2 CKi S08113L ANGINO AND ROVNER, P.C. HARRISBURG, PA 17110 VENDOR: COPYNED, INC. POST OFFICE DRAWER 11059 JACKSONVILLE, FL 32239-1059 60301 Ii°IVCICE PAYABLE UPON RECEIPT Pages Copied: 14 - Photocopy Charge: $2.60 Postage: $0.39 Certification Fee: $0.00 CHECK DATE: 1/102/2007 CHECK NUMBER: 70738 70738 INVOICE AMOUNT.....: 19.16 INVOICE NUMBER.....: 737017 INVOICE DESCRIPTION: MED. RECS. VENDOR NUMBER......: 14638 EXPENSE BREAKDOWN AMOUNT FILE# FILE DESCRIPTION G/L#' G/L ACCOUNT DESCRIPTION 19.16 06160 ASH, JOSHUA 711 INVESTIGATION EXPENSE 19.16 <-- CHECK AMOUNT ChartONE, Inc. P.O. Box 152472, Irving, TX 75015-2472 (800)299-8694 INVOICE Invoice Number: 402008- -278837 Date: 07/21/2008 Medical Record Number: 910072502 Dear Micchael Kosik: Per your request, enclosed are the medical records forwarded from PindacleHealth, Harrisburg, PA. This information may have been disclosed to you from records protected by Federal confidentiality rules (42 CFR part 2). The Federal, and certain state, rules prohibit you from making any further disclosure of this information unless expressly permitted by the written consent of the person to whom it pertains or as otherwise permitted by such rules. A general guthorization for the release of medical or other information is NOT sufficient for this purpose. PAYMENT IS DUE UPON RECEIPT OF THIS INVOICE. A service charge of 1.5% per month (annual rate 18%), except Michigan state, will be charged if not paid within 30 days from the date of this invoice. Please detach the bottom portion of this invoice and return with your remittance to ChartONE, Inc. to ensure proper credit. Comments / Ship To: Requested (Please make check payable to: 4503 N. FRONT ST. HARRISBURG, PA 17110-1708 (717)238-6791- Patient: WILLO Category: Attorney SSN: XXX-XX Birth Date: 08/28/2001 Admission Date: Requester ID: Other ID: TDN/VPN: 6sAf-EGUARD LITHOHSA SrsLa ck7so81131_ ANGINO AND ROVNER, P.C. HARRISBURG, PA 17110 ChartONE, Inc. { P.O. Box 152472 J J?? Irving, TX 75015-2472 ?-L (800)299-8694 Federal Tax ID# 94-3360691 VENDOR: CHARTONE, INC. P.O. BOX 152471 IRVING, TX 75015-2471 Base Fee: Page Fee: Shipping: Handling: Itemized: Tax: Adjustment: 19.00 6.40 0.58 0.00 0.00 1.56 0.00 CHECK DATE: 7/30/2008 CHECK NUMBER: 76703 76703 INVOICE AMOUNT.....: 68.83 INVOICE NUMBER.....: INVOICE DESCRIPTION: PINNACLEHEALTH&HOLYSPIRIT VENDOR NUMBER......: 12110 I AMOUNT I EXPENSE BREAKDOWN FILE# FILE DESCRIPTION G/LJ G/L ACCOUNT DESCRIPTION li 27.54 06160 ASH, JOSHUA 711; INVESTIGATION EXPENSE 41.29 08056 KASSEM, NAJWA 7111 INVESTIGATION EXPENSE 68.83 a-- CHECK AMOUNT PLU", Apy 2,?', '111 r?, - "r ? ?: r " ?, I : r-?, ? I ?- - ?, - i " ii i f . ?-- 4 #11 JOSHUA ASH, individually : IN THE COURT OF COMMON ENN PL?+S SYIA OZF I `n and as parent and natural: CUMBERLAND COUNTY, P guardian and -T-1 F o WILLOW ASH, a Minor, N M -TJ a) C-1 Plaintiffs: NO. 8-0-2211 VS CIVIL ACTION - LAW S : -14 ? : --- 2 M STALEY BOWERS, tv Defendant JURY TRIAL DEMANDED IN RE: PRETRIAL CONFERENCE A pretrial conference was held on Wednesday, October 28, 2009, before the Honorable Edward E. Guido, Judge. Present for the Plaintiffs was Michael Kosik, Esquire, and present for the Defendant was David E. Cook. This is a one vehicle auto accident case in which the Defendants have admitted liability. The only issue to be addressed by the jury is the extent of the damages. The case with regard to Willow Ash has been settled. The Plaintiffs' counsel will file a petition for approval of the minor settlement by the middle of next week. The Court Administrator should assign the petition to the trial judge who may want to hold a hearing and approve it immediately prior to jury selection. This case is expected to last one and one half days. The counsel have no conflicts during trial week except that Plaintiffs' counsel has another case on the list. It is requested both Plaintiffs' counsel's cases be assigned to the same judge. It is further requested that this case go first. While settlement discussions are on going, the carrier is All State. Settlement is unlikely. Michael Kosik, Esquire For the Plaintiffs David E. Cook, Esquire For the Defendant Court Administrator :mlc Edward E. Guido, J. ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik@angino-rovner.com JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. Plaintiffs V. CIVIL ACTION - LAW NO. 08-2211 STALEY BOWERS, Defendant JURY TRIAL DEMANDED ORDER AND NOW, this f (o day of , 2009, it is hereby ORDERED and DECREED that the Petition seeking approval of the minor's settlements, is GRANTED in accordance with Pennsylvania Rule of Civil Procedure 2039 as follows: 1. The settlement of the liability claim of the minor, Willow Ash, against Staley Bowers for $55,000, is hereby APPROVED as fair and equitable for the injuries sustained by the minor plaintiff. 3. The distribution of the settlement proceeds in the amount of $55,000 is hereby directed as follows: (a) Cash for the establishment of a minor's $36,622.80 422941 f 1 restricted account with PSECU marked no withdrawals being made prior to minor obtaining the age of 18 without prior approval of the court (b) (c) (d) Angino & Rovner, P.C., legal fees, reimbursement of costs expended Expenses Pennsylvania Department of Public Welfare Colleton County Fire & Rescue TOTAL AMOUNT OF SETTLEMENT: THE COUR . $16,500.00 $ 345.28 $ 681.92 $ 840.00 $55,000.00 J. 422941 FILEU-j?;?--,??. THE "; 7? MARY 2469 NOV 16 PH {2.5 ?„?. ? • Imo, k ML &ok- ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-i ;aii: i111:CS1: w3;l?tnC,-r:..Vner.GOn'. JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. STALEY BOWERS, Defendant TO THE PROTHONOTARY: : IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. CIVIL ACTION - LAW NO. 08-2211 JURY TRIAL DEMANDED PRAECIPE Please mark the above-captioned action as settled, satisfied, and discontinued. DATED: 11 I 1 " I cc: David E. Cook, Esquire Kevin Rauch, Esquire OVNER, P.C. Michael E. Kosik, Esquire I.D. No. 36513 4503 N. Front Street Harrisburg, PA 17110 (717) 238-6791 Counsel for Plaintiff 426271 FL 2* 22 OF THE PP07 *? OTARY ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik@angino-rovner.com JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs 1010 JAN -6 PM 3: 42 UNTY i w, V 6YLV. L ?!A IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. V. STALEY BOWERS, Defendant CIVIL ACTION - LAW NO. 08-2211 JURY TRIAL DEMANDED PROOF OF DEPOSIT In accordance with Pennsylvania Rule of Civil Procedure 2039, attached is a photocopy of a letter from PSECU and Certificate Purchase Letter issued on December 29, 2009, from the PSECU, to Willow Ash, a Minor, as proof of deposit of the settlement proceeds. No withdrawal can be made from any such account until the Minor attains majority, except as authorized by a prior order of Court. Dated: 1/5/2010 428239 I.D. No. 36513 4503 N. Front Street Harrisburg, PA 17110 (717) 238-6791 Attorney for Plaintiff PSECO ANGINO-ROVNHR MICHAHL E KOSIK 4503 NORTH FRONT ST HARRISBURG PA 17110-1799 RE: CUMBERLAND COUNTY WILLOW ASH 771-05-1034 08-2211 To Whom It May Concern: December 30, 2009 As directed by the court order, we have placed the amount of $36,642.27 in a court approved share. Enclosed you will find a copy of the certificate purchase letter. This share has been restricted until the minor reaches the age of 18. This account is federally insured by NCUA- National Credit Union Administration, a US Government Agency. If you have questions, call us at 234.8484 in Harrisburg or call our toll-free number 800.237.7328. At the menu prompt, enter Option 6, then extension 3570. A trained Member Service Representative will help you. Thank you for allowing us to be of service to you. Sincerely, Member Service Representative Certificate/IRA Department Cc: JOSHUA ASH Pennsylvania State Employees Credit Union Main Address: 1 Credit Union Place, Harrisburg, PA 17110-2990 - 717.234.8484 - 800.237.7328 Mailing Address: P.O. Box 67013, Harrisburg, PA 17106-7013 - 717.777.2100 (TDD) - 800.472.1967 (TDD) psecu.com This credit union is federally insured by the National Credit Union Administration. Equal Opportunity Lender PSECO December 30, 2009 WILLOW B ASH 135 STANFORD CT MECHANICSBURG, PA 17050-2367 Dear WILLOW B ASH, Thank you for the opportunity to provide you with another PSECU service. You have made a wise investment and we are sure you will be pleased with your decision. Please review your Certificate Disclosure, outlined below, and contact us immediately if there are any discrepancies. Certificate Disclosure Non-Transferable 9 Month COURT ORDER RESTRICTED Certificate Certificate Number 51 Purchase Date 12/29/2009 Purchase Amount $36,642.27 Dividend Frequency MONTHLY Dividend Rate 1.24% Dividends Paid to CERTIFICATE Annual Percentage Yield* 1.25% Auto Transfer Amount $ Date of Maturity 09/29/2010 Auto Transfer Frequency Joint Owner(s) SAME AS ACCOUNT Maturity Choice RENEW *Annual Percentage Yield (APY) assumes that earnings remain on deposit in the Certificate until maturity. An early withdrawal will reduce earnings. Automatic Transfer Service (ATS) If you selected ATS to your Certificate and the transfer amount is not available in your ATS Share Account on the transfer date, only the available funds will be transferred. If you did not elect to have ATS to your Certificate, this option will remain available to you for thirty days from the purchase date of the Certificate. Please contact us if you wish to participate in this service. Pennsylvania State Employees Credit Union Main Address: 1 Credit Union Place, Harrisburg, PA 17110-2990 • 717.234.8484 • 800.237.7328 Mailing Address: P.O. Box 67013, Harrisburg, PA 17106-7013 • 717.777.2100 (TDD) • 800.472.1967 (TDD) psecu.com This credit union is federally insured by the Notional Credit Union Administration. Equal Opportunity Lender Rate increases on IRA Certificates If the certificate is an IRA certificate and you are over the age of 59 %z, you will be able to request a rate increase if PSECU IRA Certificate rates go up, once every 365 days by contacting PSECU with the request. This applies only if there is a rate increase during the term of your certificate. The increase in the rate would then be in effect until the maturity date of the certificate. Withdrawals and Penalties The minimum withdrawal amount is $100. IRA withdrawals may be subject to IRS penalties. A Maturity Notice will be mailed at least ten days before the maturity date. You will have ten calendar days after the maturity date to redeem your certificate without penalty if you do not want to renew. Any withdrawal will cause a forfeiture of 90 days worth of dividends on the principal amount withdrawn whether or not the Certificate has earned an initial dividend. This penalty will be deducted from the Certificate and calculated at the annual rate of interest being paid on the Certificate. If the withdrawal plus penalty takes the Certificate below the minimum $500 balance, the Certificate will be closed and the penalty will now be calculated on the entire balance. All Certificate penalty withdrawals must be in writing. Penalties will not be incurred on: • a certificate that has reached maturity. • a withdrawal that is made within ten calendar days after the maturity date. • a withdrawal of earned dividends. Such a withdrawal will reduce earnings on the certificate. • a withdrawal accompanied by verification of a member's death. • an IRA Certificate if the member is at least 59 %i years of age. if the member is permanently disabled. if the member becomes divorced if a request for withdrawal is made within seven days of establishing the IRA. (All dividends earned to date, however, will be forfeited.) Certificate Renewal This certificate will automatically renew at the rate in effect at the time of maturity unless PSECU is contacted on or before the maturity date. Upon renewal, the term will be the same as the original term. If you have any additional questions, please contact us nationwide at 800.237.7328, extension 3570 or in Harrisburg at 234.8484, extension 3570. Sincerely, Manager, IRA Services Enclosure H ROTHOHOTAR"'i' 2011 FEB 24 FM 1`30 CUMBERLANDAN COUNTY ANGINO & ROVNER, P.C. Michael E, Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik@angino-rovner.com JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. CIVIL ACTION - LAW NO. 08-2211 STALEY BOWERS, ; Defendant JURY TRIAL DEMANDED PETITION FOR MODIFICATION OF MINOR'S COMPROMISE SETTLEMENT AND NOW, comes Petitioner, Joshua Ash, as parent and natural guardian of the minor Plaintiff Willow Ash, by and through her attorneys, Angino & Rovner, P.C., and presents this Petition pursuant to Pennsylvania Rule of Civil Procedure 2039 and respectfully represents: 1. Petitioner, Joshua Ash, is the parent and natural guardian of the minor Plaintiff, Willow Ash, with a home address of 135 Stanford Court, Mechanicsburg, Cumberland County, Pennsylvania. 2. Minor Plaintiff, Willow Ash, was born on August 28, 2001 and is currently nine years old. 461062 3. Petitioner, Joshua Ash, previously submitted a Petition for Approval of Minor's Compromise Settlement on behalf of the Minor Plaintiff Willow Ash on October 28, 2009. A copy of the Petition is attach hereto as Exhibit A 4. This Court approved that settlement in an Order dated November 16, 2009, signed by Judge Edward E. Guido. A copy of that Order is attached hereto as Exhibit B. 5. As the Order indicates, the cash from the settlement was used to establish a restricted account at Pennsylvania State Employees Credit Union (PSECU) and was placed in Certificates of Deposits for the Minor Plaintiff with the restriction noting that no withdrawals should be made until the Minor reached the age of 18. 6. Since the time of the purchase of the Certificates of Deposit, the Certificates have come up for renewal and Petitioner, Joshua Ash, has renewed the Certificates, most recently on December 29, 2010, however, the rates on the Certificate of Deposit now are currently only 0.8%. 7. Petitioner, Joshua Ash, has done some research to see what other investments might be available which would comply with the requirements of Pennsylvania Rule of Civil Procedure 2039(b)(2) which requires that any deposits be insured by a Federal Government Agency. 8. Petitioner, Joshua Ash, working with John Fabian of Moran Stanley Smith Barney, has come up with two Federally Insured structured Certificates of Deposit which he believes would provide a better rate of return for the foreseeable future than what is currently available in Certificates of Deposit available at PSECU or any other bank, savings and loan, or credit union. 9. The first Certificate of Deposit which Petitioner would like the Court to consider and approve is a Market Linked Certificate of Deposit which is based upon the Dow Jones Industrial Average which is 100% federally insured (FDIC) and has had projected minimum returns of 7% at maturity and maximum returns of 70% to 80%. See prospectus, attached hereto as Exhibit C. 461062 10. The prospectus on this Market Linked Certificate of Deposit involving the Dow Jones Industrial Average is valid for a 30-day period, but Petitioner has been advised that this same type of investment product is generally available each month and should be available at the time that the Court considers this Petition at which time a current prospectus will be provided. 11. A second possible alternative is a Contingent Coupon Market Linked Certificate of Deposit which is made up of ten U.S. Commodities and Indices which vary from month to month. See prospectus attached hereto as Exhibit D. 12. The Contingent Coupon Market Linked CD is also federally insured (FDIC) and has been returning rates of return in the area of 10% to 14% per annum and are diversified with a number of commodities is an effort to diversify the risk. 13. Petitioner, Joshua Ash, recognizes that as with any investment the greater the rate of return, the greater the risk but believes that these two proposed Certificates of Deposit provide a better rate of return at an acceptable risk, and therefore, Petitioner is requesting the Court to consider one of these two Certificates of Deposit to permit the transfer of the Minor's funds. 14. Petitioner, Joshua Ash, is willing to attend a hearing should the Court wish to examine these Certificates of Deposits further and will also endeavor to have John Fabian or some other representative of Moran Stanley Smith Barney attend any Hearing either in person or by telephone to discuss or explain this Petition and proposal to the Court. 15. Petitioner, Joshua Ash, requests the Court to provide permission for him to remove the Minor Willow Ash's money from PSECU at the maturity of the current Certificates of Deposit which is projected to be June 29, 2011 and transfer the money to either one or both of the Certificates of Deposit which are being proposed in this Petition. 461062 16. Petitioner, Joshua Ash, recognizes that the same restrictions will have to be placed on the Certificates of Deposit, insuring that no withdrawals can be made from the Certificates of Federally Insured Deposit until the Minor Plaintiff is 18 years of age without prior Court approval. WHEREFORE, Petitioner, Joshua Ash, requests the Honorable Court to permit the transfer of the Minor Willow Ash's settlement from PSECU to Morgan Stanley into a different Certificate of Deposit which provides for a better rate of return. ANGD 40,&ROVNER, P.C. Michael E. Kosik I.D. No. 36513 4503 N. Front Street Harrisburg, PA 17110 (717) 238-6791 Attorney for Plaintiff 461062 VERIFICATION I, JOSHUA ASH, do swear and affirm that the facts set forth in the foregoing PETITION are true and correct to the best of my knowledge, information and belief I understand that this verification is made subject to the penalties of the Rules of Civil Procedure relating to unsworn falsification to authorities. J TN JO SH Dated: 203648 ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik@angino-rovner.com FILED-O'4FICE OF THE p°OTHONOTARY 2509 OCT 2O PH f : 0'4 CU 1..EE';w41ND COUNTY PcNhvS VA1,1A JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. STALEY BOWERS, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. CIVIL ACTION - LAW NO. 08-2211 JURY TRIAL DEMANDED PETITION FOR APPROVAL OF 1VIINOR'S COMPROMISE SETTLEMENT AND NOW, comes Petitioner Joshua Ash, as parent and natural guardian of the minor Plaintiff Willow Ash, by and through her attorneys, Angino & Rovner, P.C., and presents this Petition pursuant to Pennsylvania Rule of Civil Procedure 2039 and respectfully represents: 1. Petitioner Joshua Ash is the parent and natural guardian of the minor Plaintiff Willow Ash with a home address of 135 Stanford Court, Mechanicsburg, Cumberland County, Pennsylvania. 2. Minor Plaintiff Willow Ash was born on August 28, 2001 and is currently 8 years old. 3. On July 5, 2006, minor Plaintiff Willow Ash was a right rear seat passenger in her father's car which was being driven by Defendant Staley Bowers. 4. Plaintiff Joshua Ash was a right front seat passenger in the car. 5. As Staley Bowers was proceeding north on Interstate 95 at approximately 70 miles per hour, she lost control of the vehicle resulting in the car going into the center median of the highway 422941 where -it struck several trees. See a copy of the South Carolina police report attached hereto as Exhibit A. 6. As a result of the impact, the minor Plaintiff Willow Ash sustained injuries which included a right distal tibia fracture requiring open reduction and internal fixation as well as a buckle fracture to the right distal radius which required casting. See Discharge and Operative Report from Medical University of South Carolina attached as Exhibit B. 7. The minor Plaintiff Willow Ash was initially treated at the Medical University of South Carolina where she was admitted for a three day period of time where her father Joshua Ash was also being treated for injuries he sustained in the accident. 8. After discharge from the hospital in South Carolina, the minor Plaintiff Willow Ash followed up with pediatric orthopedic physicians at the Hershey Medical Center eventually undergoing physical therapy approximately six weeks after the accident. See a medical treatment summary attached hereto as Exhibit C. 9. After her initial treatment and healing, minor Plaintiff Willow Ash was referred for physical therapy after which the minor sought treatment from her family physician at the Dillsburg Family Practice a little less than a year after the accident. 10. A concern was expressed by the minor Plaintiff's mother that Willow as having problems running and-with her gait which lead to a referral for additional physical therapy. 11. The minor Plaintiff Willow Ash also began exhibiting flashbacks in pictures which she drew depicting violence and accidents and also nightmares for which she received counseling which appears to have improved her condition. 422941 12. Minor Plaintiff Willow Ash has not had any significant problems either from an orthopedic standpoint or from a psychological standpoint in the last two years and in fact, has not sought any additional treatment after the year following the motor vehicle accident. 13. Minor Plaintiff Willow Ash's medical bills were initially covered by her father's State Farm automobile insurance policy which provided for $10,000 in first-party medical coverage. 14. After exhausting the first-party medical coverage, minor Plaintiff Willow Ash's medical bills were covered under a health plan which she had with the Pennsylvania Department of Public Welfare which paid $969.10 in medical bills. There remains one additional medical bill from an ambulance transport in South Carolina with an outstanding balance of $840. See medical bill summary which is attached hereto as Exhibit D. 15. Plaintiffs counsel has spoken to the Pennsylvania Department of Public Welfare, and confirm their lien of $984.05. The Department of Public Welfare has always reduced their lien for attorney's fees and proportionate share of expenses, and therefore, the Department of Welfare will be reimbursed $681.92 ($984.05 less $295.22 (30% fee) less $6.91(2% of $345.28) = $681.92). 16. Petitioner Joshua Ash brought a negligence claim on behalf of the minor Plaintiff Willow Ash against Defendant Staley Bowers and received a tender of the State Farm insurance policy covering his vehicle at the time of the accident which amounted to $50,000 in liability coverage. See tender letter attached as Exhibit E. 17. Petitioner Joshua Ash then pursued excess liability coverage under an Allstate policy which Defendant Staley Bowers had under her parents' policy of insurance with Allstate. 18. Defendant Allstate initially did not make a reasonable offer of settlement and suit was instituted by the filing of a Complaint on April 7, 2008 in Cumberland County against Defendant Staley Bowers. 422941 19. The parties have completed discovery and Allstate has agreed to offer $5,000 on behalf of Defendant Staley Bowers in addition to the $50,000 from State Farm for a combined offer of $55,000. 20. Petitioners Joshua Ash's case is currently pending in Cumberland County and is expected to go to trial in November 2009. 21. Based upon the injuries sustained by the minor Plaintiff Willow Ash and her good recovery from the physical injuries and psychological injuries which she experienced in the motor vehicle accident, Petitioner Joshua Ash is requesting the Court to approve a settlement of the minor Plaintiff s claim in the amount of $55,000. 22. Petitioner Joshua Ash was the sole custodial parent at the time of the accident and for most of the time that minor Plaintiff received treatment. 23. Petitioner Joshua Ash believes that the offer of $55,000 is fair and reasonable given the minor Plaintiffs injuries and good recovery and the fact that she has not had ongoing problems for over two years. 24. Petitioner Joshua Ash has retained the law firm of Angino & Rovner, P.C., to pursue this action and has entered into a contingency fee agreement with said attorneys whereby the attorneys are to receive, for professional services, 35% of any amount recovered after filing suit and 40% of any amount recovered after arbitration or trial. 25. Petitioner has agreed, subject to the approval of your Honorable Court, to pay Angino & Rovner, P.C., the sum of $16,500.00 in legal fees, which represents a fee of 30%. 26. Angino & Rovner, P.C., have incurred expenses of approximately $345.28 for requests for medical records and bills. See expense attached list and bills as Exhibit F. 27. Defendant Staley Bowers's counsel concurs in this Petition. 422941 28. Judge Guido previously issued an Order on this case pursuant to Plaintiffs' Request for a Status Conference. 29. WHEREFORE, Petitioner Joshua Ash requests approval of the settlement, as provided in the attached Order. 422941 I.D. No. 36513 4503 N. Front Street Harrisburg, PA 17110 (717) 238-6791 Attorney for Plaintiff VERIFICATION I, JOSHUA ASH, PARENT AND NATURAL GUARDIAN OF WILLOW ASH, do swear and affirm that the facts set forth in the foregoing PETITION are true and correct to the best of my knowledge, information and belief. I understand that this verification is made subject to the penalties of the kules of Civil Procedure relating ib uhs-worn falsification to authorities. JO ASH Dated: 203648 CERTIFICATE OF SERVICE f" q?v AND NOW, this ay of October, 2009 I, Michelle M. Milojevich, an employee of Angino & Rovner, P.C., do hereby certify that I have served a true and correct copy of the PETITION FOR APPROVAL OF MINOR'S COMPROMISE SETTLEMENT in the United States mail, postage prepaid at Harrisburg, Pennsylvania, addressed as follows: David E. Cook, Esquire Griffith, Strickler, Lerman, Solymos & Calkins I10 S. Northern Way York, PA 17402-3737 (717) 757-7602 Kevin D. Rauch Esquire Summers, McDonnell, Hudock, Guthrie & Skeel, LLP 100 Sterling Parkway, Suite 306 Mechanicsburg, PA 17050 ichelle M. Milojevich 422941 ??? ???1 ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik@angino-rovner.com JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. STALEY BOWERS, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. CIVIL ACTION -LAW NO. 08-2211 JURY TRIAL DEMANDED ORDER AND NOW, this day of /J 2009, it is hereby ORDERED and. DECREED . that . the . Petition seeking . approval of the minor's. settlements, is GRANTED in accordance with Pennsylvania Rule of Civil Procedure 2039 as follows: 1. The settlement of the liability claim of the minor, Willow Ash, against Staley Bowers for $55,000, is hereby APPROVED as fair and equitable for the injuries sustained by the minor plaintiff. 3. The distribution of the settlement proceeds in the amowit of $55,000 is hereby directed as follows: (a) Cash for the establishment of a minor's $36,622.80 422941 restricted account with PSECU marked no withdrawals being made prior to ininor obtaining the age of 18 without prior approval of the court (b) Angino & Rovner, P.C., legal fees, reimbursement of costs expended Expenses (c) Pennsylvania Department of Public Welfare (d) Colleton County Fire & Rescue TOTAL AMOUNT OF SETTLEMENT: $16,500.00 $ 345.28 $ 681.92 $ 840.00 $55,000.00 4 THE COUR . J. 422941 COPY .?f-i-.: p?} Kt.r ilk H?'aiaply N?imm. 93 .I i s VI -9 set w f taijk 1'yx apt ? 0 M .011 'i3TVY ^ V "iit, ej'1111%.J PR 1? ???"? l`Iac> it,ft?rarrtrtron rat this I) tclr»rcac> Sufa[>It>nu>aat i.s nt>t craair tete craad anraj 6e cdapaa?Xerl, Citibank, N.A. Market-Linked Certificates of Deposit FDIC Insured Within the Limits and to the Extent Described in the Related Disclosure Statement Dated August 25, 2010 Linked to a Basket of Commodities Maturing January , 2017 (expected to mature on or about January 27, 2017) (Related to the Disclosure Statement Dated August 25, 2010) Investing in the Market-Linked Certificates of Deposit involves a number of risks. See "Risk Factors" beginning on page S-11. The Market-Linked Certificates of Deposit are not registered under the Securities Act of 1933, as amended, or any state securities law, and are not required to be so registered. The Market-Linked Certificates of Deposit have not been approved or disapproved by any federal or state securities commission or banking authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. The Market-Linked Certificates of Deposit offered hereby are obligations of Citibank only and are not obligations of any other company affiliated with Citibank, including Citigroup Global Markets Inc. or any other broker. In making an investment decision, you must rely on your own examinations of Citibank and the terms of this offering, including the merits and risks involved. You should not assume that the information included in this Disclosure Supplement and the accompanying Disclosure Statement is accurate as of any date other than the respective dates of those documents. December 29. 2010 TABLE OF CONTENTS Page Disclosure Supplement SUMMARY INFORMATION - Q&A .....................................................................................................................S-1 PRELIMINARY TERMS ......................................................................................................................................... S-8 RISK FACTORS .................................................................................................................................................... S-11 TYPES OF DEPOSITORS ..................................................................................................................................... S-16 BENEFITS OF THE DEPOSITS ........................................................................................................................... S-16 LIMITED EARLY WITHDRAWALS .................................................................................................................. S-16 COMMODITY HEDGING DISRUPTION ........................................................................................................... S-17 DESCRIPTION OF THE BASKET COMPONENTS ...........................................................................................S-18 HYPOTHETICAL CONTINGENT INTEREST PAYMENTS ............................................................................. S-41 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ....................................................................... S-47 ERISA AND IRA PURCHASE CONSIDERATIONS .......................................................................................... S-47 FEES AND HEDGING .......................................................................................................................................... S-48 ADDITIONAL CONSIDERATIONS ....................................................................................................................S-48 Disclosure Statement WHERE YOU CAN FIND MORE INFORMATION .............................................................................................. 4 CITIBANK, N.A ....................................................................................................................................................... 5 DESCRIPTION OF THE DEPOSITS ....................................................................................................................... 6 RISK FACTORS RELATING TO THE DEPOSITS ................................................................................................ 9 PROVISIONS RELATING TO THE UNDERLYING BENCHMARK .................................................................. 20 EVIDENCE OF THE DEPOSITS ............................................................................................................................. 25 DEPOSIT INSURANCE ........................................................................................................................................... 26 SECONDARY MARKET ......................................................................................................................................... 31 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS .......................................................................... 32 ERISA MATTERS .................................................................................................................................................... 36 Citibank, N.A. Market-Linked Certificates of Deposit Linked to a Basket of Commodities Maturing January , 2017 (expected to mature on or about January 27, 2017) This Disclosure Supplement contains a summary of the terms and conditions of the Market-Linked Certificates of Deposit Linked to a Basket of Commodities Maturing January , 2017 (expected to mature on or about January 27, 2017) (the "Deposits'). We encourage you to read the information contained in this Disclosure Supplement and the accompanying Disclosure Statement for important additional information. The description of the Deposits below supplements, and to the extent inconsistent with, replaces, the description of the general terms of the Deposits set forth in the accompanying Disclosure Statement. Capitalized terms used in this Disclosure Supplement and not defined in the section "Preliminary Terms" below have the meanings given them in the accompanying Disclosure Statement. Summary Information - Q&A What Are the Deposits? The Market-Linked Certificates of Deposit Linked to a Basket of Commodities Maturing January , 2017 (expected to mature on or about January 27, 2017) (the "Deposits") are a specific type of market-linked time deposit offered by Citibank that combine characteristics of commodity investments and traditional certificates of deposit and have a maturity of approximately six years. Because the Deposits are bank deposits, your principal investment in the Deposits is protected if held to maturity, up to applicable FDIC insurance limits effective from time to time. The Deposits pay annual Contingent Interest, if any, based on the performance of each of the following eight physical commodities, which is understood to include, as applicable, first nearby futures contracts relating to such, (the "Basket Commodities") and two commodity indices (the "Basket Commodity Indices"), included in an equally weighted basket (the "Underlying Basket"): (i) Silver, (ii) Corn, (iii) Copper, (iv) Zinc, (v) Nickel, (vi) Platinum, (vii) Soybeans, (viii) Sugar, (ix) the S&P GSCI Crude Oil Excess Return Index and (x) the S&P GSCI Livestock Excess Return Index (each of (i) through (x), a "Basket Component" and, collectively, the "Basket Components"). The annual Contingent Interest per Deposit may be zero and will not be greater than 10% to 14% (to be determined on the date on which the Deposits are priced for initial sale to the public, which we refer to as the "Pricing Date") of $1,000 principal amount deposited. If you hold your Deposit to maturity, you will receive at maturity for each $1,000 principal amount deposited an amount in cash equal to $1,000 plus the Contingent Interest payable on the Maturity Date, if any. The Deposits will be issued in the form of one or more master certificates, which will be held by or on behalf of The Depository Trust Company. You should refer to "Evidence of the Market-Linked Deposits" in the accompanying Disclosure Statement. The minimum deposit amount for the Deposits is $1,000 and you may deposit additional funds and transfer the Deposits only in multiples of $1,000. Reference is made to the accompanying Disclosure Statement for a detailed summary of additional provisions of the Deposits. Will I Receive Periodic Interest on the Deposits? The annual Contingent Interest payable on the Deposits may be zero and will not be greater than 10% to 14% (to be determined on the Pricing Date) of $1,000 principal amount deposited. The Contingent Interest, if any, is payable on January 31, 2012; January 30, 2013; January 30, 2014; January 30, 2015; January 29, 2016; and on the Maturity Date (each, a "Contingent Interest Payment Date"). If a Contingent Interest Payment Date falls on a day S-1 that is not a Business Day, the Contingent Interest payment to be made on that Contingent Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on that Contingent Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. The Contingent Interest, if any, is payable to the persons in whose names the Deposits are registered at the close of business on one Business Day preceding the relevant Contingent Interest Payment Date. Will I Be Permitted to Redeem My Deposit before Maturity? No, you will not be permitted to redeem your Deposit before maturity. The provisions regarding the possibility of periodic early redemption included in the accompanying Disclosure Statement do not apply to the Deposits. Will I Be Permitted to Withdraw My Deposit before Maturity without Penalty? Early withdrawals in whole, but not in part, will be permitted for 100% of the principal amount of the Deposits, without deduction of any fee, only in the event of the death or adjudication of incompetence of a beneficial owner of the Deposit. See "Limited Early Withdrawals" below for more information. What Will I Receive at Maturity of the Deposits? The Deposits have a term of approximately six years and will mature on January , 2017 (expected to mature on or about January 27, 2017). If you hold your Deposit to maturity, you will receive at maturity for each $1,000 principal amount deposited an amount in cash equal to $1,000 plus the Contingent Interest payable on the Maturity Date, if any, subject to Commodity Hedging Disruption, as described in "Commodity Hedging Disruption" and "Risk Factors - Commodity Hedging Disruption May Adversely Affect Your Return on the Deposits" below. How Will the Contingent Interest Be Calculated? The Contingent Interest payable on each Deposit on any Contingent Interest Payment Date will be equal to the greater of (i) zero and (ii) the product of (a) $1,000 and (b) the Contingent Interest Rate applicable to such Contingent Interest Payment Date. The Contingent Interest Rate used to determine the Contingent Interest payable on a Contingent Interest Payment Date will be determined on the Contingent Interest Valuation Date immediately preceding such Contingent Interest Payment Date and will be equal to the sum of the Weighted Component Returns of each Basket Component. The Weighted Component Return for each Basket Component will be equal to the product of (a) the Component Return for such Basket Component and (b) 10%. The Component Return for each Basket Component, as determined on each Contingent Interest Valuation Date, will be equal to (i) 10% to 14% (to be determined on the Pricing Date), if the Component Rate is greater than or equal to zero; or (ii) the greater of (a) the Component Rate and (b) negative 20%, if the Component Rate is less than zero. The Component Rate for each Basket Component will equal the percentage change in the Closing Level of the Basket Component from the Pricing Date to the relevant Contingent Interest Valuation Date, expressed as the following fraction: Current Component Level - Initial Component Level Initial Component Level The Initial Component Level of each Basket Component will equal the Closing Level of such Basket Component on the Pricing Date. The Current Component Level of each Basket Component will equal the Closing Level of such Basket Component on each relevant Contingent Interest Valuation Date. S-2 The Pricing Date is January , 2011 (expected to price on or about January 26, 2011), the date on which the Deposits are initially priced for sale to the public. The Contingent Interest Valuation Dates are January 24, 2012; January 23, 2013; January 23, 2014; January 23, 2015; January 22, 2016; and January 20, 2017. The Contingent Interest Payment Dates are January 31, 2012; January 30, 2013; January 30, 2014; January 30, 2015; January 29, 2016; and the Maturity Date. Where Can I Find Examples of Hypothetical Contingent Interest Payments on the Deposits? For examples setting forth hypothetical Contingent Interest payments on the Deposits, see "Hypothetical Contingent Interest Payments" below. Are the Deposits FDIC Insured? The principal amount of any Deposit is insured by the Federal Deposit Insurance Corporation (the "FDIC") within the limits and to the extent described in the accompanying Disclosure Statement in the section "Deposit Insurance" -- generally, up to $250,000 per depositor in each insurable capacity (e.g., individual, joint account, etc.) with Citibank, and up to $250,000 per participant in the case of certain "self-directed" retirement accounts deposited with Citibank. These FDIC insurance limits are effective as of the date of this Disclosure Supplement and could change during the term of the Deposits. The Deposits will be insured up to applicable FDIC insurance limits effective from time to time. However, any principal amount of Deposits that is in excess of $250,000, or which, together with other deposits you maintain at Citibank in the same insurable capacity, is in excess of such limits, will not be eligible for FDIC insurance and, as an "uninsured deposit," is subject to the credit risk of Citibank. Additionally, because the Contingent Interest is calculated using the Closing Level of each Basket Component on each Contingent Interest Valuation Date, the Contingent Interest, if any, will not accrue to a holder of a Deposit until the respective Contingent Interest Valuation Date. Accordingly, any potential Contingent Interest will not be eligible for FDIC insurance prior to the respective Contingent Interest Valuation Date and is subject to the credit risk of Citibank. What Is the First Nearby Corn Futures Contract and the First Nearby Soybeans Futures Contract? Unless otherwise stated, all information on the settlement price of the first nearby corn futures contract and first nearby soybeans futures contract in this Disclosure Supplement is derived from the Chicago Board of Trade ("CBOT") or other publicly available sources. A first nearby corn futures contract or first nearby soybeans futures contract is an exchange-traded futures contract traded on the CBOT. It provides for the future purchase and sale of a specified type and quantity of a commodity-in this case, corn or soybeans, as applicable, at an agreed upon price (the "settlement price"). The futures contract provides for a specified settlement month in which the commodity is to be delivered by the seller. A "first nearby" contract is the contract next scheduled for settlement. For example, as of December 2010, the first nearby corn contract is a contract for delivery of corn in March 2011. In some particular instances we will make reference to the second nearby futures contract. For more specific information about the second nearby future contract please see "Description of the First Nearby Corn, First Nearby Soybeans and First Nearby Sugar Futures Contract" in this Disclosure Supplement. Please note that an investment in the Deposits does not entitle you to any ownership or other interest in the first nearby corn futures contracts or first nearby soybeans futures contracts. What Is the First Nearby Sugar Futures Contract? Unless otherwise stated, all information on the settlement price of the first nearby sugar No. 11 futures contract in this Disclosure Supplement is derived from IntercontinentalExchange, Inc. ("ICE") or other publicly available sources. A first nearby sugar futures contract is an exchange-traded futures contract traded on ICE Futures U.S. exchange ("ICE US"). It provides for the future purchase and sale of a specified type and quantity of a S-3 commodity-in this case, sugar, at an agreed upon price (the "settlement price"). The futures contract provides for a specified settlement month in which the commodity is to be delivered by the seller. A "first nearby" contract is the contract next scheduled for settlement. For example, as of December 2010, the first nearby sugar contract is a contract for delivery of sugar in March 2011. In some particular instances we will make reference to the second nearby futures contract. For more specific information about the second nearby future contract please see "Description of the First Nearby Corn, First Nearby Soybeans and First Nearby Sugar Futures Contracts" in this Disclosure Supplement. Please note that an investment in the Deposits does not entitle you to any ownership or other interest in the first nearby sugar futures contracts. What Is the London PM Fix of Silver Price? Unless otherwise stated, all information on the London PM Fix of silver price provided in this Disclosure Supplement is derived from the London Bullion Market Association (the "LBMA") or other publicly available sources. The London Fix of silver price is set by three market-making members of the LBMA during the daily sessions of silver price fix which start at 12:00 noon, London, England time. The LBMA is the London-based trade association that represents the wholesale over-the-counter market for silver in London. The LBMA is currently comprised of sixty members, of which nine are market-making members, plus a number of associate members around the world. Please note that an investment in the Deposits does not entitle you to any ownership or other interest in silver. What Is the London PM Fix of Platinum Price? Unless otherwise stated, all information on the London PM Fix of platinum price provided in this Disclosure Supplement is derived from the London Platinum and Palladium Market ("LPPM") or other publicly available sources. The London PM Fix of platinum price is set by the fixing members of the LPPM during the afternoon session of the twice daily platinum price fix which starts at 2:00 p.m. London, England time. During each session, orders are placed either with one of the fixing members or with another bullion dealer who will then be in contact with a fixing member during the fixing. The fixing members net-off all orders when communicating their individual net interest at the fixing. The fix begins with the fixing chairman suggesting a "trying price," reflecting the market price prevailing at the opening of the fix. This is relayed by the fixing members to their dealing rooms which have direct communication with all interested parties. Any market participant may enter the fixing process at any time, or adjust or withdraw its order. The platinum price is adjusted up or down until all the buy and sell orders are matched, at which time the price is declared fixed. All fixing orders are transacted on the basis of this fixed price, which is instantly relayed to the market through various media. Please note that an investment in the Deposits does not entitle you to any ownership or other interest in platinum. What is the Cash Settlement Price for Nickel and Zinc? Unless otherwise stated, all information on the cash settlement prices of nickel and zinc provided in this disclosure supplement is derived from the London Metal Exchange Ltd. ("LME") or other publicly available sources. The LME provides a transparent forum for the trading of futures contracts for non-ferrous metals and plastics. As a result of this trading, daily prices are "discovered" and published by the LME which the physical industry around the world use as the basis of price negotiations for the physical sale or purchase of metals or plastics. The cash settlement price for nickel and zinc is set daily during the second "ring" or round of trading at the LME, during which session only those broker members permitted to take part in ring trading may process their clients' orders on the trading floor. At present, there are 11 "ring dealers." The cash settlement price is the last cash offer price quoted for the relevant metal at the end of the five-minute ring relating to that metal in the second ring session of the day. Please note that an investment in the Deposits does not entitle you to any ownership or other interest in nickel or zinc. S-4 What Is the Cash Settlement Price for Copper? Unless otherwise stated, all information on the cash settlement prices of copper provided in this Disclosure Supplement is derived from the London Metal Exchange Ltd. ("LME") or other publicly available sources. The LME provides a transparent forum for the trading of futures contracts for non-ferrous metals and plastics. As a result of this trading, daily prices are "discovered" and published by the LME which the physical industry around the world uses as the basis of price negotiations for the physical sale or purchase of metals or plastics. The cash settlement price for copper is set daily during the second "ring" or round of trading at the LME, during which session only those broker members permitted to take part in ring trading may process their clients' orders on the trading floor. The cash settlement price is the last cash offer price quoted for the relevant metal at the end of the five-minute ring relating to that metal in the second ring session of the day. Please note that an investment in the Deposits does not entitle you to any ownership or other interest in copper What Are the S&P GSCI Livestock Excess Return Index and the S&P GSCI Crude Oil Excess Return Index and What Do They Measure? Unless otherwise stated, all information on the Basket Commodity Indices provided in this Disclosure Supplement is derived from Standard & Poor's, Inc., which we refer to as S&P, or other publicly available sources. Each of the Basket Commodity Indices are sub-indices of the S&P GSCITM, a world production weighted index that is designed to reflect the relative significance of principal non-financial commodities (i.e., physical commodities) in the world economy, which is calculated, maintained and published daily by S&P. The S&P GSCI Livestock Excess Return Index is designed as a benchmark for investment in the livestock commodity markets and as a measure of livestock commodity market performance over time and is calculated primarily on a world-production weighted basis. The S&P GSCI Crude Oil Excess Return Index is designed as a benchmark for investment in the crude oil commodity markets and as a measure of crude oil commodity market performance over time and is calculated primarily on a world-production weighted basis. For further information on the Basket Commodity Indices, including their makeup, method of calculation and changes in the components, see "Description of the Basket Commodity Indices" below. Please note that an investment in the Deposits does not entitle you to any ownership or other interest in respect of the future contracts or commodities underlying the S&P GSCI Livestock Excess Return Index and the S&P GSCI Crude Oil Excess Return. How Have the Basket Components Performed Historically? We have provided tables showing the high, low and period-end closing levels of each Basket Component for each quarterly period from January 3, 2005 (January 4, 2005 with respect to the London PM Fix of Silver Price, the Cash Settlement Prices for Nickel and Zinc and the London PM Fix of Platinum Price) to the last trading day of each Basket Component on or prior to December 29, 2010. You can find the tables in the sections describing the Basket Components below. We have provided this historical information to help you evaluate the behavior of the Basket Components in recent years. However, past performance is not indicative of how the Basket Components will perform in the future. You should also refer to the section "Risk Factors Relating to the Deposits - The Historical Performance of the Underlying Benchmark Is Not an Indication of the Future Performance of the Underlying Benchmark" in the accompanying Disclosure Statement. What Are the U.S. Federal Income Tax Consequences of Investing in the Deposits? Amounts received as contingent interest on the Deposits will be taxable as ordinary interest income at the time that such payments are accrued or are received (in accordance with the holder's method of tax accounting, except that for accrual method taxpayers interest will accrue based on the expected value of such payments and will be subject to adjustments). Upon the sale or other taxable disposition of a Deposit, a holder generally will recognize capital gain or loss equal to the difference between the amount realized on such disposition and such holder's tax basis in such Deposit. Such gain or loss generally will be long-term capital gain or loss if the holder has held the Deposit for more than one year at the time of disposition. S-5 You should refer to the section "Certain U.S. Federal Income Tax Considerations" below and in the Disclosure Statement for more information. Will the Deposits Be Listed on a Stock Exchange? The Deposits will not be listed on any exchange. Will I Be Able to Sell My Deposits before Maturity? There is currently no secondary market for the Deposits and Citibank will not make such a market. Although Citigroup Global Markets, Citibank's affiliate and the broker for the Deposits, may make a market in the Deposits, it is not obligated to do so and may discontinue its market-making at any time. Even if a secondary market does develop, it may not be liquid and may not continue for the term of the Deposits. Because we do not expect that other market makers will participate significantly in any secondary market for the Deposits, the price at which you may be able to sell your Deposits is likely to depend on the price, if any, at which Citigroup Global Markets is willing to transact. If at any time Citigroup Global Markets does not act as market maker, it is likely there would be little or no secondary market for the Deposits. See "Risk Factors - No Exchange Listing; Lack of Liquidity" below and "Risk Factors Relating to the Deposits - You May Not Be Able to Sell Your Deposits if an Active Trading Market for the Deposits Does Not Develop" and "Secondary Market" in the accompanying Disclosure Statement. Can You Tell Me More about Citibank? Citibank, N.A. was originally organized on June 16, 1812, and now is a national banking association organized under the National Bank Act of 1864. Citibank is an indirect wholly-owned subsidiary of Citigroup Inc., a Delaware holding company. Citibank is a commercial bank that, along with its subsidiaries and affiliates, offers a wide range of banking and trust services to its customers throughout the United States and the world. As a national bank, Citibank is a regulated entity permitted to engage only in banking and activities incidental to banking. Citibank's earnings may be affected by certain monetary policies of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). Citibank is primarily regulated by the Office of the Comptroller of the Currency (the "Comptroller"), which also examines its loan portfolios and reviews the sufficiency of its allowance for credit losses. Citibank's deposits at its U.S. branches are insured by the Federal Deposit Insurance Corporation and are subject to FDIC insurance assessments. Citibank will also act as Calculation Agent for the Deposits. Potential conflicts of interest may exist between Citibank and you as a depositor in the Deposits. You should refer to "Risk Factors - Fees and Conflicts" below and "Risk Factors Relating to the Deposits - Citibank is the Calculation Agent, Which Could Result in a Conflict of Interest" in the accompanying Disclosure Statement. What Is the Role of Citibank's Affiliate, Citigroup Global Markets Inc.? Citibank's affiliate, Citigroup Global Markets Inc., is the broker for the Deposits. Citibank has agreed to pay Citigroup Global Markets and other brokers a placement fee of up to 3.50% of the Deposit Amount per each Deposit placed (up to $35.00 per $1,000.00 principal amount deposited). Selected broker-dealers affiliated with Citigroup Global Markets, including Morgan Stanley Smith Barney LLC, Citi International Financial Services, Citigroup Global Markets Singapore Pte. Ltd. and Citigroup Global Markets Asia Limited, and their financial advisors (including financial advisors employed by Citigroup Global Markets) will collectively receive from Citigroup Global Markets 3.50% of the Deposit Amount per each Deposit sold ($35.00 per $1,000.00 principal amount deposited). Selected dealers not affiliated with Citigroup Global Markets will receive up to 3.50% of the Deposit Amount per each Deposit sold (up to $35.00 per $1,000 principal amount deposited). Can You Tell Me More about the Effect of Hedging Activity? In anticipation of the sale of the Deposits, we expect one or more of our affiliates to enter into hedge transactions. This hedging activity will likely involve trading in one or more of the Basket Commodities or one or more of the S-6 commodities or futures contracts underlying the Basket Commodity Indices or in other instruments, such as options, swaps or futures, based on one or more of the Basket Components or one or more of the commodities or futures contracts underlying the Basket Commodity Indices. This hedging activity could affect the value of the Basket Components during the term of the Deposits and therefore the Contingent Interest as well as the value of the Deposits in any secondary market that develops. The costs of maintaining or adjusting this hedging activity could also affect the price at which our affiliate Citigroup Global Markets may be willing to purchase your Deposits in any secondary market. Moreover, this hedging activity may result in our affiliates receiving a profit, even if the Contingent Interest is less than the interest you would receive on a standard time deposit of comparable maturity. You should refer to "Risk Factors Relating to the Deposits- The Value of the Deposits if Sold or Redeemed Prior to Maturity Will Depend on a Number of Factors and May be Substantially Less Than the Amount You Originally Invest" in the accompanying Disclosure Statement. Additionally, if the hedging activity related to the Deposits is affected by a Commodity Hedging Disruption Event and we exercise our right to pay you the Option Value on the Maturity Date, you will not receive any Contingent Interest on or after the Commodity Hedging Disruption Date. See "Commodity Hedging Disruption" and "Risk Factors - Commodity Hedging Disruption May Adversely Affect Your Return on the Deposits" below. Does ERISA Impose Any Limitations on Purchases of the Deposits? Employee benefit plans and other entities the assets of which are subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, Section 4975 of the Internal Revenue Code of 1986, as amended, or substantially similar federal, state or local laws, including individual retirement accounts, (which we call "Plans") will be permitted to purchase and hold the Deposits, provided that each such Plan shall by its purchase be deemed to represent and warrant that none of Citibank, its affiliates or any employee thereof manages the Plan or provides advice that serves as a primary basis for the Plan's decision to purchase, hold or dispose of the Deposits. However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the Deposits if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of Deposits by the account, plan or annuity. You should refer to the sections "ERISA and IRA Purchase Considerations" below and "ERISA Matters" in the accompanying Disclosure Statement for further information. Are There Any Risks Associated with My Investment? Yes, the Deposits are subject to a number of risks. Please refer to the sections "Risk Factors" below and "Risk Factors Relating to the Deposits" in the accompanying Disclosure Statement. S-7 Preliminary Terms Deposit Offeror: Certificate of Deposit: Pricing Date: Deposit Date: Contingent Interest Valuation Dates and Contingent Interest Payment Dates: Citibank, N.A. Market-Linked Certificates of Deposit Linked to a Basket of Commodities Maturing January 2017 (expected to mature on or about January 27, 2017). January 2011 (expected to price on or about January 26, 2011). January 2011 (expected to deposit on or about January 31, 2011). Contingent Interest Valuation Dates used to determine the Contingent Interest Rate and the Contingent Interest Payment Dates are as below: Contingent Interest Valuation Dates January 24, 2012 January 23, 2013 January 23, 2014 January 23, 2015 Contingent Interest Payment Dates January 31, 2012 January 30, 2013 January 30, 2014 January 30, 2015 January 22, 2016 January 29, 2016 January 20, 2017 January , 2017 (the Maturity Date) (expected to mature on or about January 27, 2017). Maturity Date: Deposit Amount: Aggregate Deposit Amount: Principal Protection: Underlying Basket: If the scheduled Contingent Interest Valuation Date is not an Underlying Basket Business Day, the Contingent Interest Valuation Date may be deferred by the Calculation Agent but not past the Underlying Basket Business Day immediately prior to the applicable Contingent Interest Payment Date. See "Additional Considerations" in this Disclosure Supplement. If a Contingent Interest Payment Date falls on a day that is not a Business Day, the Contingent Interest payment to be made on that Contingent Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on that Contingent Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. January , 2017 (expected to mature on or about January 27, 2017) $1,000.00 minimum deposit and integrals of $1,000.00 thereafter. 100% if held on the Maturity Date, up to applicable FDIC limits effective from time to time. Basket Component Bloomberg Ticker/Reuters RIC Silver SLVRLN Index/ SIFO Corn C 1 Comdty/O#/C Copper LOCADY Comdty/SETTMCUO1 Zinc Nickel Platinum Soybeans Sugar S&P GSCI Crude Oil Excess Return Index LOZSDY Comdty/SETTMZNOI LONIDY Comdty/SETTMNI01 PLTMLNPM Comdty/STBL S 1 Comdty/O#/S SB1 Comdty/O#SB SPGCCLP Index/.SPGSCLP S-8 S&P GSCI Livestock Excess Return Index SPGCLVP Index/.SPGSLVP Periodic Interest: Contingent Interest, if any, payable on each Contingent Interest Payment Date, subject to Commodity Hedging Disruption, as described under "Commodity Hedging Disruption" and "Risk Factors - Commodity Hedging Disruption May Adversely Affect Your Return on the Deposits" below. Maturity Payment: Deposit Amount plus any Contingent Interest payable on the Maturity Date, subject to Commodity Hedging Disruption, as described under "Commodity Hedging Disruption" and "Risk Factors - Commodity Hedging Disruption May Adversely Affect Your Return on the Deposits" below. Contingent Interest per On any Contingent Interest Payment Date, the greater of (i) zero and (ii) the product Deposit: of (a) $1,000 and (b) the Contingent Interest Rate applicable to such Contingent Interest Payment Date. Contingent Interest Rate: To be determined on the Contingent Interest Valuation Date immediately preceding the respective Contingent Interest Payment Date; will equal the sum of the Weighted Component Returns. Weighted Component For each Basket Component, the product of (a) the Component Return for such Return: Basket Component and (b) 10%. Component Return: For each Basket Component on any Contingent Interest Valuation Date will equal: 10% to 14% (to be determined on the Pricing Date), if the Component Rate is greater than or equal to zero; or the greater of (i) negative 20% and (ii) the Component Rate, if the Component Rate is less than zero. Component Rate: Current Component Level - Initial Component Level Initial Component Level Initial Component Level: The Closing Level of each Basket Component on the Pricing Date. Current Component Level: The Closing Level of each Basket Component on each relevant Contingent Interest Valuation Date. Closing Levels: The Closing Level of each Basket Component on any date of determination will be: For Corn, the settlement price of per bushel of deliverable grade corn on the CBOT of the First Nearby Futures Contract stated in U.S. cents, as made public by the CBOT and displayed on Reuters Screen page "0#/C" or Bloomberg Screen page "C 1 <CMDTY> CT" on that day; provided that the day is two Commodity Business Days prior to both the First Notice Day and the First Delivery Day. After any of these dates, settlement price of the Second Nearby Futures Contract is referenced as displayed on Reuters Screen page "Cc2" or Bloomberg Screen page "C 2 <CMDTY>"; For Copper, the settlement price of per ton of Cash Copper Grade A on the LME deliverable in two days, stated in U.S. dollars as determined by the LME and displayed on Reuters Screen page "SETTMCU0I" or Bloomberg Screen page "LOCADY <CMDTY>" on that day; For Zinc, the settlement price of per tonne of Special high Grade Zinc on the LME deliverable in two days, stated in U.S. dollars, as determined by the LME and displayed on Reuters Screen page "SETTMZNOI" or Bloomberg Screen page "LOZSDY <CMDTY>" on that day; For Silver, the afternoon silver fixing price per troy ounce of silver for delivery in London through a member of the LBMA authorized to effect such delivery, stated in U.S. cents, as calculated by the London Silver Market and displayed on Reuters Screen page "SIFO" or Bloomberg Screen page "SLVRLN <INDEX>" on that day; For Platinum, the afternoon platinum fixing price per troy ounce gross of platinum for S-9 delivery in Zurich through a member of the LPPM authorized to effect such delivery, stated in U.S. dollars, as calculated by the LPPM and displayed on Reuters Screen page "STBL" or Bloomberg Screen page "PLTMLNPM <INDEX>" on that day; For Nickel, the settlement price of per tonne of Primary Nickel on the LME deliverable in two days, stated in U.S. dollars, as determined by the LME and displayed on Reuters Screen page "SETTMNI01" or Bloomberg Screen page "LONIDY <CMDTY>" on that day; For Soybeans, the settlement price of per bushel of deliverable grade soybeans on CBOT of the First Nearby Futures Contract stated in U.S. cents, as made public by the CBOT and displayed on Reuters Screen page "Scl" or Bloomberg Screen page "S 1 <CMDTY> CT" on that day; provided that the day is two Commodity Business Days prior to both the First Notice Day and the First Delivery Day. After any of these dates, settlement price of the Second Nearby Futures Contract is referenced as displayed on Reuters Screen page "Sc2" or Bloomberg Screen page S 2 <CMDTY>; For Sugar, the settlement price per pound of deliverable grade cane sugar on the ICE US of the First Nearby Futures Contract, stated in U.S. cents, as made public by the ICE US and displayed on Reuters Screen page "0#SB" or Bloomberg Screen page "SB 1 <CMDTY> CT" on that day; provided that that day is two Commodity Business Days prior to both the First Notice Date and the Last Trade Date. After any of these dates, settlement price of the Second Nearby Futures Contract is referenced; For the S&P GSCI Crude Oil Excess Return Index, the closing value of S&P GSCI Crude Oil Excess Return Index stated in U.S. dollars, published by Standard and Poor's, a division of the McGraw Hill Companies or its successor and displayed on Reuters Screen page ".SPGSCLP" or Bloomberg Screen page "SPGCCLP <INDEX>" on that day; For the S&P GSCI Livestock Excess Return Index, the closing value of the S&P GSCI Livestock Excess Return Index stated in U.S. dollars, published by Standard and Poor's, a division of the McGraw Hill Companies or its successor and displayed on Reuters Screen page " SPGSLVP" and Bloomberg Screen page "SPGCLVP <INDEX>" on that day. For purposes of Corn, Soybeans and Sugar above: • Commodity Business Day means any day that the CBOT or ICE US, as applicable, is open for the underlying contract and that is not restricted by being locked limit up or limit down. In the case of a basket where multiple exchanges are referenced, all exchanges that are either closed or under limited trading will reference the next business day (Modified Following Convention). • First Notice Date for a futures contract means the first day on which a notice of intent to deliver an underlying physical commodity in fulfillment of the relevant futures contract can be made as defined by the CBOT or ICE US, as applicable. • First Delivery Day for a futures contract is the first day on which a notice of intent to deliver an underlying physical commodity in fulfillment of the relevant futures contract can be made as defined by the CBOT or ICS US, as applicable. • Last Trade Date for a futures contract is the final day that a futures contract may trade before the holder of the futures contract is obligated to fulfill the terms of the contract and deliver the underlying physical commodity. Early Redemption: None S-10 Early Withdrawal: An early withdrawal of 100% of the principal amount (without deduction of any fee) in the event of death or adjudication of incompetence of the beneficial owner of the Deposit. Early Withdrawal Agent: U.S. Bank National Association. CUSIP: 172986CN9 Listing: The Deposits will not be listed on any exchange. Transferability: Only in multiples of $1,000.00 Deposit Amount Calculation Agent: Citibank, N.A. Sales Fee: 3.50% of the Deposit Amount ($35.00 per $1,000.00 Deposit Amount) of which 3.50% ($35.00 per $1,000.00 Deposit Amount) will be the placement fee for Deposits sold by Financial Advisors employed by Citigroup Global Markets or any of its affiliated broker-dealers, including Morgan Stanley Smith Barney LLC, Citi International Financial Services, Citigroup Global Markets Singapore Pte. Ltd. and Citigroup Global Markets Asia Limited. The placement fee for other distributors may vary but will be no more than 3.5% of the Deposit Amount. Risk Factors An investment in the Deposits involves significant risks. While some of the risk considerations are summarized below, please review the "Risk Factors Relating to the Deposits " section of the accompanying Disclosure Statement for a full description of risks associated with the investment in the Deposits. Possibility of Zero Contingent Interest on the Deposits. The Contingent Interest on the Deposits, if any, will be based on the Weighted Component Returns for each Basket Component on the relevant Contingent Interest Valuation Date and may be zero. If the sum of the Weighted Component Returns is less than or equal to 0% as calculated on a Contingent Interest Valuation Date, you will not receive any payment on the corresponding Contingent Interest Payment Date. Because of the possibility of a zero return, the Deposits may provide less opportunity for return than an investment in the Basket Components included in the Underlying Basket. Negative Component Returns May Offset Positive Component Returns. The Deposits provide for the payment of the Contingent Interest on the Contingent Interest Payment Dates during the term of the Deposits based on the sum of the Weighted Component Returns for each Basket Component. If the Closing Level of one or more of the Basket Components decreases during the period from the Pricing Date to the applicable Contingent Interest Valuation Date, resulting in negative Component Returns for such Basket Components, such negative Component Returns could offset entirely any positive Component Returns generated by increases in the Closing Level of one or more of the Basket Components during the same period. If any negative Component Returns of one or more Basket Components offset entirely or substantially mitigate any positive Component Returns of any other Basket Components, no Contingent Interest payment will be made on the applicable Contingent Interest Payment Date. You will receive no payments of Contingent Interest during the term of the Deposits if the Contingent Interest is zero for each Contingent Interest Payment Date. The Potential Maximum Decline Is Larger than the Potential Maximum Increase in the Performance of Each Basket Component. While your participation in the potential increase in the Closing Level of any Basket Component during the period from the Pricing Date to the relevant Contingent Interest Valuation Date is limited to a maximum of 10% to 14% (to be determined on the Pricing Date) per Basket Component, you will be exposed to any decline in the Closing Level of any other Basket Component down to negative 20% during the same period. Therefore, because the potential maximum decline is larger than the potential maximum increase in respect to each Basket Component, the negative performance of one Basket Component may more than offset the positive performance of one or more of the other Basket Components. Consequently, it is possible that declines in one or a few of the Basket Components could offset any increases in one or more Basket Components and that no Contingent Interest will be paid on the applicable Contingent Interest Payment Date. You will receive no payments of Contingent Interest during the term of the Deposits if the Contingent Interest is zero for each Contingent Interest Payment Date. 5-11 Any Contingent Interest Will Be Limited. Because the annual Contingent Interest on the Deposits, if any, is limited to 10% to 14% (to be determined on the Pricing Date) of $1,000 principal amount deposited, the Deposits may provide less opportunity for return than an investment in any of the Basket Components, any of the future contracts or commodities included in the Basket Commodity Indices or an investment in an instrument that is directly linked to the Underlying Basket but is not subject to any limit on the maximum return. Citibank, N.A. 's Credit Risk. Any Deposit Amounts in excess of the maximum amount insured by the FDIC, as "uninsured deposits,"- generally, more than $250,000 for all deposits held in the same insurable capacity with Citibank, N.A. and more than $250,000 for all self-direct retirement accounts - will be subject to the credit risk of Citibank, N.A. These FDIC insurance limits are effective as of the date of this Disclosure Supplement and could change during the term of the Deposits. The Deposits will be insured up to applicable FDIC insurance limits effective from time to time. You are responsible for monitoring the total amount of deposits, including the Deposits, you hold in the same insurable capacity with Citibank, N.A. The Yield on the Deposits May Be Lower Than the Yield on a Standard Time Deposit of Comparable Maturity. The annual Contingent Interest payable on the Deposits depends on the performance of the Basket Components as calculated on each Contingent Interest Valuation Date. As a result, if the sum of the Weighted Component Returns for each Basket Component as of each of the Contingent Interest Valuation Dates is less than , the yield on the Deposits will be less than that which would be payable on a standard Citibank certificate of deposit of comparable maturity bearing a fixed interest rate. Furthermore, if the sum of the Weighted Component Returns for each Basket Component on none of the Contingent Interest Valuation Dates exceeds its value on the Pricing Date, the return on the Deposits will be zero. FDIC Insurance Will Not Cover the Contingent Interest until Accrued. Because the Contingent Interest, if any, is calculated using the Closing Level of each Basket Component on the respective Contingent Interest Valuation Date, the Contingent Interest will not accrue to a holder of a Deposit until the respective Contingent Interest Valuation Date. Accordingly, any potential Contingent Interest will not be eligible for FDIC insurance prior to the respective Contingent Interest Valuation Date and is subject to the credit risk of Citibank. Any Amounts Deposited with Citibank in Excess of the Applicable Maximum Insured Amount Are Not Covered by FDIC Insurance. You are responsible for monitoring the total amount of deposits, including the Deposits, you hold in the same insurable capacity with Citibank. Any amounts in excess of the maximum amount insured by the FDIC, as "uninsured deposits," - generally, more than $250,000 for all deposits and more than $250,000 for all self- directed retirement accounts - will be subject to the credit risk of Citibank. These FDIC insurance limits are effective as of the date of this Disclosure Supplement and could change during the term of the Deposits. The Deposits will be insured up to applicable FDIC insurance limits effective from time to time. Except to the extent insured by the FDIC as described in the accompanying Disclosure Statement, the Deposits are not otherwise insured by any governmental agency or instrumentality or any other person. No Exchange Listing; Lack of Liquidity. The Deposits will not be listed on any exchange. There is currently no secondary market for the Deposits and Citibank, N.A. will not make such a market. Although Citigroup Global Markets may make a market in the Deposits, it is not obligated to do so. Even if a secondary market does develop, it may not be liquid and may not continue for the term of the Deposits. Because we do not expect that other market makers will participate significantly in the secondary market for the Deposits, the price at which you may be able to sell your Deposits is likely to depend on the price, if any, at which Citigroup Global Markets is willing to transact. If at any time Citigroup Global Markets does not act as market maker, it is likely there would be little or no secondary market for the Deposits. The Deposits offered hereby are designed to be held until maturity. Only Deposits held to the Maturity Date will be entitled to a return of the full Deposit Amount at maturity, subject to the early withdrawal rules providing for principal protection in the event of death or incompetence. No Principal Protection unless You Hold the Deposits to Maturity. The market value of Deposits in any secondary market may be below the Deposit Amount due to, among other things, limited secondary market trading, changes in the sum of the Weighted Component Returns for each Basket Component, interest rates and other economic conditions. Thus, you could receive substantially less than the Deposit Amount if you sell your Deposits prior to maturity. S-12 Fees and Conflicts. Citibank, N.A., Citigroup Global Markets and its affiliates involved in this offering are expected to receive compensation for activities and services provided in connection with the Deposits. Further, Citibank, N.A. expects to hedge its obligations under the Deposits through the trading in one or more of the Basket Components or one or more of the commodities or futures contracts underlying the Basket Commodity Indices or derivative instruments related thereto by one or more of its affiliates. Citibank, N.A. also serves as Calculation Agent for the Deposits and will make certain determinations in such capacity, including whether or not a Commodity Hedging Disruption Event has occurred and the amount of any Option Value. Each of Citibank, N.A.'s or its affiliates' hedging activities and Citibank, N.A.'s role as Calculation Agent for the Deposits may result in a conflict of interest and may have an adverse affect on your return or the Deposits. The Deposits Will Not Be Regulated by the Commodity Futures Trading Commission. Unlike an investment in the Deposits, an investment in a collective investment vehicle that invests in futures contracts on behalf of its participants may be regulated as a commodity pool and its operator may be required to be registered with and regulated by the Commodity Futures Trading Commission (the "CFTC") as a commodity pool operator. Because the Deposits are not interests in a commodity pool, they will not be regulated by the CFTC as a commodity pool, we will not be registered with the CFTC as a commodity pool operator, and you will not benefit from the CFTC's or any non-U.S. regulatory authority's regulatory protections afforded to persons who trade in futures contracts or who invest in regulated commodity pools. The Deposits Are Linked to Excess Return Commodity Indices and not a Total Return Commodity Indices. The Deposits are linked to the S&P GSCI Crude Oil Excess Return Index and the S&P GSCI Livestock Excess Return Index, each of which is an excess return commodity index and not a total return commodity index. An excess return index reflects the returns that are potentially available through an unleveraged investment in the futures contracts composing such index. By contrast, a "total return" index, in addition to reflecting those returns, also reflects interest that could be earned on funds committed to the trading of the underlying futures contracts. Thus, the return on the Deposits, if any, will not reflect a total return on the S&P GSCI Crude Oil Excess Return Index or the S&P GSCI Livestock Excess Return Index, which would include interest on cash collateral. Suspension or Disruption of Futures Trading May Adversely Affect the Value of the Deposits. The futures markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the cessation of trading in futures contracts, the participation of speculators and government and futures exchange regulation and intervention, any of which could reduce the value of the Deposits. In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuations in futures contract prices that may occur during a single business day. These limits are generally referred to as "daily price fluctuations" and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a "limit price." Once a limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These distortions or disruptions may affect one or more components of the Basket or the value of the Basket Commodity Indices. Commodity Hedging Disruption May Adversely Affect Your Return on the Deposits. If Citibank, N.A. or its affiliates are unable to effect transactions necessary to hedge its obligations under the Deposits due to a Commodity Hedging Disruption Event (as defined in "Commodity Hedging Disruption" below), Citibank, N.A. has the right, but not the obligation, to pay you an Option Value (as defined in "Commodity Hedging Disruption" below) on the Maturity Date instead of paying any Contingent Interest that would otherwise be due on any Contingent Interest Payment Date on or after the Commodity Hedging Disruption Date. A Commodity Hedging Disruption Event may occur at any time during the term of the Deposits, and following a Commodity Hedging Disruption Date, you will not receive any Contingent Interest on the Deposits or any other payments on the Deposits prior to the Maturity Date. The Option Value payable on the Maturity Date may be less than the amount of Contingent Interest you would have been entitled to had a Commodity Hedging Disruption Event not occurred. Additionally, even if a Commodity Hedging Disruption Event ceases to exist, the Option Value amounts determined on the Commodity Hedging Disruption Date will not be revised after such Commodity Hedging Disruption Date. Accordingly, the occurrence of a Commodity Hedging Disruption Date may adversely affect your return on the Deposits. The Closing Levels of the Basket Components and the Value of the Deposits May Be Affected By Currency Exchange Fluctuations. The Closing Levels for the Basket Components and the prices for futures contracts related to the S-13 Basket Commodity Indices ("Designated Contracts"), included in the Basket Commodity Indices are quoted in U.S. dollars. As a result, appreciation of the U.S. dollar will increase the relative cost of the Basket Commodities and the commodities underlying the Basket Commodity Indices for foreign consumers, thereby reducing demand for those Basket Commodities and the commodities underlying the Basket Commodity Indices and affecting the their market prices. As a result, the Closing Levels of the Basket Components and an investment in the Deposits may be adversely affected by changes in exchange rates between the U.S. dollar and foreign currencies. In recent years, rates of exchange between the U.S. dollar and various foreign currencies have been highly volatile and this volatility may continue in the future. However, fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative of fluctuations that may occur during the term of the Deposits. The Prices of the Basket Commodities Are Highly Volatile. Silver and Platinum. Prices of silver and platinum are highly volatile and are affected by numerous factors. These include economic factors, including, among other things, the structure of and confidence in the global monetary system, expectations of the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which the price of silver and platinum are generally quoted), interest rates, silver and platinum borrowing and lending rates, and global or regional economic, financial, political, regulatory, judicial or other events. Silver and platinum prices may also be affected by industry factors such as industrial and jewelry demand, lending, sales and purchases of silver and platinum by the official sector, including central banks and other governmental agencies and multilateral institutions which hold silver and platinum, levels of silver and platinum production and production costs, and short-term changes in supply and demand because of trading activities in the silver and platinum market. Copper, Nickel and Zinc. Prices of copper, nickel and zinc are highly volatile and are affected by numerous factors in addition to economic activity. These include disruptions in major metal producing or consuming regions such as Latin America, the United States and Africa. Such events tend to affect metal cash settlement prices worldwide, regardless of the location of the event. Corn, Soybeans and Sugar. The settlement prices of the first nearby corn futures contracts, the first nearby soybeans futures contracts and first nearby sugar futures contracts are highly volatile and are affected by numerous factors in addition to economic activity. These includes changes in supply and demand relationships; weather; agricultural, trade, fiscal, monetary and exchange control programs; domestic and foreign political and economic events and policies; and changes in interest rates. Market expectations about these events and speculative activity can also cause prices to fluctuate. Furthermore, any changes in the policies or regulations of the CBOT and ICE US, as applicable, or other regulators could also affect the settlement price of the first nearby corn futures contracts, the first nearby soybeans futures contracts and first nearby sugar futures contracts. Higher Future Prices of the Futures Contracts Included in the S&P GSCI Crude Oil Excess Return Index or the S&P GSCI Livestock Excess Return Index Relative to Their Current Prices May Decrease Your Return on the Deposits. Unlike equities, which typically entitle the holder to a continuing stake in a corporation, commodity futures contracts normally specify a certain date for delivery of the underlying physical commodity. As the futures contracts included in the Basket Commodity Indices approach expiration, they are replaced by futures contracts that have a later expiration. Thus, for example, a futures contract purchased and held in November may specify an end- of-the month November expiration. As time passes, the contract expiring in November is replaced by a contract for delivery in December. This process is referred to as "rolling." If the market for these contracts is (putting aside other considerations) in "backwardation," where the prices are lower in the distant delivery months than in the nearer delivery months, the sale of the November contract would take place at a price that is higher than the price of the December contract, thereby creating a positive "roll yield," without necessarily being indicative of the performance of the contracts. However, backwardation will most likely not exist at all times. Moreover, the contracts included in the Basket Commodity Indices have historically traded in markets in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months (so called "contango"). The presence of contango in the commodity markets could result in negative "roll yields," which could adversely affect the value of the Basket Commodity Indices and thus the value of the Deposits. The S&P GSCI Crude Oil Excess Return Index and the S&P GSCI Livestock Excess Return Index May Be More Volatile and Susceptible to Price Fluctuations of Commodities than a Broader Commodities Index. The Basket S-14 Commodity Indices may be more volatile and susceptible to price fluctuations than a broader commodities index, such as the S&P GSCI Excess Return Index ("GSCI Excess Return"). In contrast to the GSCI Excess Return, which includes contracts on aluminum and agricultural commodities and non-aluminum and non-agricultural commodities as well, each of the Basket Commodity Indices is comprised of Designated Contracts on only a portion of the physical commodities that are actively traded. As a result, price volatility in the contracts included in the Basket Commodity Indices will likely have a greater impact on the Basket Commodity Indices, than it would on the broader GSCI Excess Return, and the Basket Commodity Indices will be more susceptible to fluctuations and declines in value of the Commodities included in the Basket Commodity Indices. In addition, because the Basket Commodity Indices omit principal market sectors comprising the GSCI Excess Return, they may be less representative of the economy and commodity markets as a whole and might therefore not serve as a reliable benchmark for commodity market performance generally. The S&P GSCI Crude Oil Excess Return Index and the S&P GSCI Livestock Excess Return Index May Include Contracts That Are Not Traded on Regulated Futures Exchanges. The Basket Commodity Indices were originally based solely on futures contracts traded on regulated futures exchanges (referred to in the United States as "designated contract markets"). As described under "The Description of the Basket Commodity Indices," however, the Basket Commodity Indices may include over-the-counter contracts (such as swaps and forward contracts) traded on trading facilities that are subject to lesser degrees of regulation or, in some cases, no substantive regulation. As a result, trading in such contracts, and the manner in which prices and volumes are reported by the relevant trading facilities, may not be subject to the same provisions of, and the protections afforded by, the Commodity Exchange Act, as amended, or other applicable statutes and related regulations, that govern trading on regulated futures exchanges. In addition, many electronic trading facilities have only recently initiated trading and do not have significant trading histories. As a result, the trading of contracts on such facilities and the inclusion of such contracts in the Basket Commodity Indices may be subject to certain risks not presented by most exchange-traded futures contracts, including risks related to the liquidity and price histories of the relevant contracts. Commodity Futures Contracts are Subject to Uncertain Legal and Regulatory Regimes that May Change in Ways that Adversely Affect the Value of the Deposits and/or Could Cause a Commodity Hedging Disruption Event. The commodity futures contracts that comprise the Basket Components and that underlie the Basket Commodity Indices are subject to extensive statutes, regulations, and margin requirements. The CFTC and the exchanges on which such futures contracts trade, are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily limits and the suspension of trading. The regulation of commodity transactions in the U.S. is also subject to ongoing modification by government and judicial action. For example, the United States House of Representatives and the United States Senate have enacted legislation that requires, among other things, the CFTC to adopt rules that would subject Citibank, N.A. and/or its affiliates to position limits in certain commodity futures contracts. The effects of these or any future regulatory changes on the value of the Deposits is impossible to predict, but could be substantial and adverse to your interests as a holder of the Deposits. Furthermore, if future legal or regulatory changes interfere with Citibank, N.A.'s ability or the ability of its affiliates to hedge its obligations under the Deposits, or if for any other reason it or its affiliates are unable to enter into or maintain hedge positions necessary to hedge its obligations under the Deposits, Citibank, N.A. may, in good faith exercising its sole and absolute discretion, declare a Commodity Hedging Disruption Date and pay you the Option Value on the Maturity Date instead of any Contingent Interest due on or after the Commodity Hedging Disruption Date. See "Commodity Hedging Disruption" below. S-15 Types of Depositors The Deposits are not a suitable investment for depositors who require regular fixed income payments as interest payments are based on the performance of the Basket Components, and it is possible that no interest will be paid on one on more Contingent Interest Payment Dates. The Deposits may be an appropriate investment for the following types of investors: Depositors looking for exposure to the market of commodities on a principal-protected basis who expect that the sum of the Weighted Component Returns of the Basket Components on each of the Contingent Interest Valuation Date will be greater than its value on the Pricing Date. Depositors who seek to add a commodity-linked investment to their portfolio for diversification purposes since an investment in the Deposits may outperform the performance of fixed income securities in a moderate market environment. Benefits of the Deposits o Limited Participation in Potential Increase in the Value of the Basket Components. If held to maturity, the Deposits allow depositors to potentially gain from a positive percentage change in the Closing Levels of the Basket Components from the Pricing Date to each of the Contingent Interest Valuation Dates, subject to a maximum annual Contingent Interest of 10% to 14% (to be determined on the Pricing Date) of $1,000 principal amount deposited. o Principal Preservation. If you hold your Deposit to maturity, at maturity you will receive your initial Deposit Amount regardless of the Closing Level of the Basket Components on any Contingent Interest Valuation Date. o Diversification Potential. The Deposits are linked to a basket of physical commodities and commodity indices and may allow you to diversify an existing portfolio mix of deposits, stocks, bonds, mutual funds and cash. Limited Early Withdrawals Early withdrawals in whole, but not in part, will be permitted for 100% of the principal amount of the Deposits (without deduction of any fee) only in the event of the death of the beneficial owner of a Deposit or the adjudication of incompetence of any such beneficial owner by a court or other administrative body of competent jurisdiction. In such event, provided that prior written notice of such proposed withdrawal has been given to your broker and the Early Withdrawal Agent, together with appropriate documentation to support such request as determined by the Early Withdrawal Agent and Citibank, Citibank will permit withdrawal of all Deposits held by such beneficial owner. Such beneficial owner must have beneficially owned the Deposits being submitted for early withdrawal (a) at the time of his or her death or adjudication of incompetence and (b) since the initial deposit date of the Deposits. As such, a beneficial owner of the Deposits who purchased the Deposits in the secondary market will not be permitted to withdraw the Deposits before maturity without penalty. Deposits beneficially owned by tenants by the entirety or joint tenants will be regarded as beneficially owned by a single owner. The death or adjudication of incompetence of either tenant by the entirety or any joint tenant will be deemed the death or adjudication of incompetence of the beneficial owner, and therefore the full principal amount of the Deposits beneficially owned will become eligible for early withdrawal. The death or adjudication of incompetence of a person beneficially owning a Deposit by tenancy in common will be deemed the death or adjudication of incompetence of a holder of a Deposit only with respect to the deceased/incompetent holder's pro rata interest in the Deposit so held by tenancy in common and only such pro rata interest shall be eligible for early withdrawal. The amount payable by Citibank on any Deposits upon early withdrawal will equal 100% of the principal amount of the withdrawn Deposits only. No partial withdrawals will be permitted. The Early Withdrawal Agent will S-16 process early withdrawal requests on the V Business Day of each March and September, commencing March 1, 2011. The principal amount of the withdrawn Deposits will be paid only after such withdrawal requests have been processed and approved by the Early Withdrawal Agent, in its sole discretion. You can obtain more information regarding exercise of early withdrawal from your broker or from the Early Withdrawal Agent, which is U.S. Bank National Association Corporate Trust Services at 100 Wall Street, 16th Floor, New York (telephone: 212-361-2893), during normal business hours. Please note if you hold your Deposits through a brokerage account, you will need to contact your broker to exercise any Early Withdrawal. Commodity Hedging Disruption Upon the occurrence of a Commodity Hedging Disruption Event, Citibank, N.A. will have the right, but not the obligation, to pay you an Option Value on the Maturity Date instead of paying any Contingent Interest that would otherwise be due on any Contingent Interest Payment Date on or after the occurrence of a Commodity Hedging Disruption Event. If a Commodity Hedging Disruption Event occurs and Citibank, N.A. decides to exercise its right to pay you the Option Value on the Maturity Date (such exercise date, a "Commodity Hedging Disruption Date"), you will not receive any Contingent Interest on or after the Commodity Hedging Disruption Date. A Commodity Hedging Disruption Event will have occurred if (A) due to (i) the adoption of, or any change in, any applicable law, regulation, rule or order (including, without limitation, any tax law) or (ii) the promulgation of, or any change in, the interpretation, application, exercise or operation by any court, tribunal, regulatory authority, exchange or trading facility or any other relevant entity with competent jurisdiction of any applicable law, rule, regulation, order, decision or determination (including, without limitation, as implemented by the CFTC or any exchange or trading facility), in each case occurring on or after the Pricing Date, Citibank, N.A, as Calculation Agent, determines, in good faith exercising its sole and absolute discretion, that it is contrary (or upon adoption, it will be contrary) to such law, rule, regulation, order, decision or determination for it to purchase, sell, enter into, maintain, hold, acquire or dispose of its or its affiliates' (a) positions or contracts in securities, options, futures, derivatives or foreign exchange or (b) other instruments or arrangements, in each case, in order to hedge individually or in the aggregate on a portfolio basis its obligations under the Deposits ("Deposit Hedge Positions"), including, without limitation, if such hedge positions alone (in whole or in part), or when aggregated with its or its' affiliates' other relevant positions ("Other Relevant Positions" and together with the Deposit Hedge Positions, "Aggregate Positions"), are (or, but for the consequent disposal thereof, would otherwise be) in excess of any allowable position limit(s) in relation to any commodity traded on any exchange(s) or other trading facility (it being within the sole and absolute discretion of Citibank, N.A., exercised in good faith, to determine which, if any, of the Aggregate Hedge Positions are counted towards such limit); or (B) for any reason, Citibank, N.A. or its affiliates are unable, after using commercially reasonable efforts, to (i) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the risk of entering into and performing its commodity- related obligations with respect to the Deposits, or (ii) realize, recover or remit the proceeds of any such transaction(s) or asset(s). The Option Value will equal the forward price as of the Commodity Hedging Disruption Date of the embedded option representing each of the Basket Components from and including the Commodity Hedging Disruption Date through and including the Maturity Date, provided that such Option Value will not be less than zero. The amount of the Option Value will be determined by Citibank, N.A. as Calculation Agent, in good faith and in a commercially reasonable manner. Citibank, N.A. will provide written notice of its election to exercise its rights in connection with a Commodity Hedging Disruption to DTC as promptly as possible and in no event later than the fifth business day immediately following the Commodity Hedging Disruption Date. The notice will also specify the amount of the Option Value as determined by Citibank, N.A. as Calculation Agent on the Commodity Hedging Disruption Date. See "Risk Factors - Commodity Hedging Disruption May Adversely Affect Your Return on the Deposits." S-17 Description of the Basket Components DESCRIPTION OF SILVER PRICES General The Contingent Interest, if any, will be determined by reference to the official afternoon fixing price per troy ounce of silver. The official afternoon fixing price per troy ounce of silver is expressed in U.S. dollars and is for delivery in London through a member of the London Bullion Market Association (the "LBMA") authorized to effect such delivery. Twice daily during London trading hours there is a "fixing" which provides reference silver prices for that day's trading. Formal participation in the London fixing is traditionally limited to five market-making members of the LBMA. These members meet each London business day at 10:30 a.m. to determine the London morning fixing price, and at 3:00 p.m. to determine the London afternoon fixing price, at the offices of the fixing chairman. Clients place orders with the dealing rooms of fixing members, who net all orders before communicating their interest to their representative at the fixing. Orders may be changed at any time during these proceedings. All fixing orders are then fulfilled at this price, which is communicated to the market through various media. There are no price limits applicable to LBMA contracts and, consequently, prices can decline without limitation over a period of time. The London silver market is the principal global clearing center for over-the-counter silver transactions, including transaction in spot, forward and options contracts, together with exchange-traded futures and options and other derivatives. The principal representative body of the London silver market is the LBMA. The LBMA, which was formally incorporated in 1987, is a self-regulatory association currently comprised of 60 members, of which 9 are market-making members, plus a number of associate members around the world. Disclaimer The Deposits are not sponsored by, endorsed, sold or promoted by the LBMA or by any member thereof. The LBMA makes no representation or warranty, express or implied, to the purchasers of the Deposits or any member of the public regarding the advisability of investing in certificates of deposit generally or in the Deposits particularly or the ability of the LBMA commodity cash settlement price to track general market performance of the relevant Basket Commodity price. The LBMA has no obligation to take the needs of Citibank or the depositors into the Deposits into consideration in determining the cash settlement prices of silver. The LBMA is not responsible for and has not participated in the determination of the timing of, prices of, or quantities of the Deposits to be issued or in the determination or calculation of the equation by which the Deposits are to be converted into cash. The LBMA has no obligation or liability in connection with the administration, marketing or trading of the Deposits. S-18 Historical Data on the Silver Price The following table sets forth the high, low and period-end London PM Fix of a troy ounce of silver for each quarterly period from January 4, 2005 through December 28, 2010 (rounded to two decimal places). Citibank obtained the data reflected below from Bloomberg without independent verification. These historical data on the price of silver are not indicative of the future performance of the price of silver or what the value of the Deposits may be. Any historical upward or downward trend in the price of silver during any period set forth below is not an indication that the price of silver is more or le ss likely to increase or decrease at any time during the term of the Deposits. ... .. ...... ............ __._ Huh Low Period End 2005 Quarter First 0757.70; 0639.00! 0718.75 Second ----------- ._. -- 753.06. ------- _...... . ..____? _ 685.00 710.00 Third 753.00. 674.00. 753.001 Fourth 922.50 734.50. 883.00 2006 Quarter First 1,175.50` 883.00; 1,175.50! Second 1 494 00 972.00 1,070.00 Third 1,315.00' 1,052.00 1,155.00, Fourth 1,405.00; 1,082.50! 1,290.00 2007 Quarter First 1,458.00; 1,221.00 1,335.00, Second 1,409.00; 1,226.00 1,254.00 ----- - ------ Third 1,365.00; 1,167.00; 1,365.00 _ Fourth ........... 1,582.001 ............ 1,321.00i - 1,476.00 2008 Quarter . ... ................................... , First 2,092.00; 1,493.00 1,799.00 Second ....... 1,856.00; _ 1,619.00: 1,765.00 Third .... 1,930.00; .... ..._._ 1,066.00. 1,296.00 Fourth .......... 1,228.00; . 888.00; 1,079.00 2009 _ ._ ....... .... .. F. Quarter First 1,439.00: 1,051.00; 1,311.00 _............. Second _._.................... ......... 1,597.00; 1,198.001 1,394.00 Third ...... 1,738.00; ..... ......... 1,247.00; 1,645.00 Fourth 1,918.00 . _.... ....... 1,621.00; . 1,699.00 2010 ...... .. ...... ....... _. Quarter First 1,884.00. _ 1,514.00. ._ ....... 1,750.00 Second 1,964.00 1,736.00 1,874.00 Third 2,207.00 1,755.00: 2,207.00 Fourth (through December 28) 3,050.00, 2,195.00: 2,907.00 The London PM Fix of a troy ounce of silver on December 28, 2010, as reported on Bloomberg Screen page "SILVERLN <INDEX>", was ¢2,907.00. S-19 DESCRIPTION OF THE CASH SETTLEMENT PRICE OF NICKEL, ZINC AND COPPER - GRADE A General The Contingent Interest, if any, will be determined by reference to the cash settlement price of nickel, zinc and copper, respectively set by the London Metal Exchange ("LME"). We have derived all information regarding the method by which the LME arrives at settlement prices from publicly available sources without independent verification. Such information reflects the policies of, and is subject to change without notice by, the LME. We make no representation or warranty as to the accuracy or completeness of such information. The London Metal Exchange The LME is a non-ferrous metals market. It offers futures and options contracts for aluminum, copper, nickel, tin, zinc and lead plus two regional aluminum alloy contracts. In 2005, the LME launched the world's first futures contracts for plastics. The LME provides a transparent forum for the trading of futures contracts for non-ferrous metals and plastics. As a result of this trading, daily prices are "discovered" and published by the LME which the physical industry around the world uses as the basis of price negotiations for the physical sale or purchase of metals or plastics. The cash settlement prices of nickel, zinc and copper are set during the second "ring" or round of trading at the LME, during which session only those broker members permitted to take part in ring trading may process their clients' orders on the trading floor. The cash settlement prices of nickel, zinc and copper are determined at the end of the five-minute ring relating to the relevant Basket Commodity in the second ring session of the day. The cash settlement prices of nickel, zinc and copper are the last cash offer price quoted for the applicable commodity at the end of the second ring session. Disclaimer The Deposits are not sponsored by, endorsed, sold or promoted by the LME or by any member thereof. The LME makes no representation or warranty, express or implied, to the purchasers of the Deposits or any member of the public regarding the advisability of investing in certificates of deposit generally or in the Deposits particularly or the ability of the LME commodity cash settlement price to track general market performance of the relevant Basket Commodity price. The LME has no obligation to take the needs of Citibank or the depositors into the Deposits into consideration in determining the cash settlement prices of nickel and zinc. The LME is not responsible for and has not participated in the determination of the timing of, prices of, or quantities of the Deposits to be issued or in the determination or calculation of the equation by which the Deposits are to be converted into cash. The LME has no obligation or liability in connection with the administration, marketing or trading of the Deposits. S-20 Historical Data on the Cash Settlement Price of Nickel The following table sets forth the high, low and period-end cash settlement price of nickel for each quarterly period from January 4, 2005 through December 24, 2010 (rounded to two decimal places). Citibank obtained the data reflected below from Bloomberg without independent verification. These historical data on the cash settlement price of nickel are not indicative of the future performance of the cash settlement price of nickel or what the value of the Deposits may be. Any historical upward or downward trend in the cash settlement price of nickel during any period set forth below is not an indication that the cash settlement price of nickel is more or less likely to increase or decrease at any time during the term of the Deposits. Period High ._... j. Low End !2005 Quarter First $16,565 06314,035.0016,250.00: Second 17 750 0 14,520.00 14,700 00; ....... t..... 15,600 0?1 13 410.00 13,600.00; Fourth ..... _ 14,120.004 011 13,380.00 2006 i Quarter First ........ 15,340.00 13 505.00 15,340.00 .... ... Second 23,100 00 15 600.00 22,275.00 .... ... ...... {. Third 34,750 00 22,690.00' 31,500.00i Fourth ...... ...... ...... _ 11 35,455.0 29,995.00 34,205 00 2007 Quarter First ...... ..#.. 50,345.00 32,900.00 45,500.00. ...... , ..... Second ; 54 200 0 35,850.00; 35,850.00 Third ... _ 36 950.0 ?2 31 050 00 Fourth __ , 5. , . 33,655.00, 25,510.00' 25,805.00 ...2008 Quarter First .. 33>300.00 26,410.00: 29,805.00''. .._._..._...__, Second 30,025 0 21,530.00 21,675.00 Third 21 880.06, 15,755.00'. 15,755.00:, Fourth . .__.., 16 000 00 8,810 00 10,810.00i 2009 ._- _ . , Quarter First Second 13,420.00 9,405.00i 9,405.00 00 , 16 010 9 555 00 16 010 00 , . , . , Third 21,070.00 14,360.00: 17,335.00 Fourth 19 495.00 15,810.001 18,480.00 2010 Quarter First . 17,035.00 24,950 24,950 00 Second 27 600.00 17,955.00 19,430 Third 23 425.00 18,735.00 23,390 Fourth (through December 24) 24 880.00 21,290.00 23,855 S-21 The LME cash settlement price of nickel on December 24, 2010, as reported on Bloomberg Screen page "LONIDY <CMDTY>", was $24,855.00. Historical Data on the Cash Settlement Price of Zinc The following table sets forth the high, low and period-end cash settlement price of zinc for each quarterly period from January 4, 2005 through December 24, 2010 (rounded to two decimal places). Citibank obtained the data reflected below from Bloomberg without independent verification. These historical data on the cash settlement price of zinc are not indicative of the future performance of the cash settlement price of zinc or what the value of the Deposits may be. Any historical upward or downward trend in the cash settlement price of zinc during any period set forth below is not an indication that the cash settlement price of zinc is more or less likely to increase or decrease at any time during the term of the Deposits. Period . High Low ..... End ;2005 Quarter First ........ _ ....... $1,430.001S 1197.501 $1,349.C ............. Second 1,365.50; 1,216 00 1,223.4 Third 1,439.00 1,165.00; 1,411.0 Fourth 1,915.00 1,405.001 1,915.0 2006 Quarter First 2,690.50 1,912 00 ..... 2,690.5 Second 3,990 00 2,710.00' 3,260.0 .. Third 3,671.50: 3,125.50. ........... .. ._.............. 3,360.0 . _......._............ Fourth 4,619.50: 3,369.501 ......... 4,331.0 !2007 Quarter First 4,259.00! 3,050.00 ............ 3,280.5 Second .._ ....... .... ..... 4,120.00 3205.50 3,301.0 Third 3,820.00 2,700.001 3,059.0 Fourth 3,161.00; 2,214.00. 2,290.0 _ _ _ 2008 _ Quarter First 2 825 50 2,180.00 2,303.0 Second 2,362.50: 1812 00 1,875.0 Third -- 2,024 00 1,630 00: ---------- _ 1,650.0 Fourth 1,647 00 1,042 00 1,120.5 2009 Quarter ... First .... W 1,309.001,059.50: _...._.. 1,300.5 Second 1,672.50' 1,26100 1,555.0 Third 1,96700; 1,461.00! 1,913.5 Fourth 2.570.00 1,852.00 2,570.01 2010 Quarter First 2,634.50i 1,981.00 2,360.01 Second 2 488 50 1,595.00i 1,730.01 S-22 T_hird_ 2,237.0 Fourth (through December 24)? 2,556.5 Period Low End .................._.. _....;_................................... ,726.50: 2,176.1 The LME cash settlement price of zinc on December 24, 2010, as reported on Bloomberg Screen page "LOZSDY <CMDTY>", was $2,272.50. Historical Data on the Copper Cash Settlement Price The following table sets forth the high, low and period-end cash settlement price of copper for each quarterly period from January 4, 2005 through December 24, 2010 (rounded to one decimal place). Citibank obtained the data reflected below from Bloomberg without independent verification. These historical data on the cash settlement price of copper are not indicative of the future performance of the cash settlement price of copper or what the value of the Deposits may be. Any historical upward or downward trend in the cash settlement price of copper during any period set forth below is not an indication that the cash settlement price of copper is more or less likely to increase or decrease at any time during the term of the Deposits. High Low Period End 2005 Quarter First $3,424.50 $3,072.00 $3,408.00 Second 3,670.00 3,113.00 3,597.00 Third 3,978.00 3,444.00 3,949.00 Fourth 4,650.00 3,905.00 4,584.50 2006 Quarter First 5,527.50 4,537.00 5,527.50 Second 8,788.00 5,561.00 7,501.00 Third 8,233.00 7,230.00 7,601.00 Fourth 7,740.00 6,290.00 6,290.00 2007 Quarter First 6,940.00 5,225.50 6,940.00 Second 8,225.00 6,916.00 7,650.00 Third 8,210.00 6,960.00 8,165.00 Fourth 8,301.00 6,272.50 6,676.50 2008 Quarter First 8,881.00 6,666.00 8,520.00 Second 8,884.50 7,921.00 8,775.50 Third 8,985.00 6,419.00 6,419.00 Fourth 6,379.00 2,770.00 2,902.00 2009 Quarter First 4,078.00 3,050.50 4,035.00 Second 5,266.00 31963.50 5,108.00 Third 6,490.50 4,821.00 6,136.00 Fourth 7,346.00 5,856.00 7,346.00 S-23 High Low Period End 2010 Quarter First 7,685.00 6,242.00 7,347.00 Second 7,950.50 6,091.00 6,515.00 Third 8,053.50 6,354.00 8,053.50 Fourth (through December 24) 9,414.50 8,085.50 9,391.00 The LME cash settlement price of copper on December 24, 2010, as reported on Bloomberg Screen page "LOCADY <CMDTY>", was $9,391.00. S-24 DESCRIPTION OF THE FIRST NEARBY CORN, FIRST NEARBY SOYBEANS AND FIRST NEARBY SUGAR FUTURES CONTRACTS General The Contingent Interest, if any, will be determined by reference to the settlement prices of the first nearby Corn futures contract and first nearby Soybeans futures contract, both of which are traded on the Chicago Board of Trade (the "CBOT"), and the first nearby Sugar futures contract traded on ICE Futures U.S. (the "ICE US"). We have derived all information regarding the corn first nearby futures contracts, soybeans first nearby futures contracts, sugar first nearby futures contracts, the CBOT, and the ICE US from publicly available sources without independent verification, Such information reflects the policies of, and is subject to change without notice by, the CBOT and ICE US, respectively. We make no representation or warranty as to the accuracy or completeness of such information. The Chicago Board of Trade The Chicago Board of Trade (CBOT®), established in 1848, is a leading futures and futures-options exchange. Fifty different futures and options products are traded at the CBOT by open auction and electronically. These products include agricultural commodities, such as corn, soybeans, wheat and oats, and non-storable agricultural commodities and non-agricultural products. ICE US ICE US (which acquired the New York Board of Trade in 2007), is a wholly owned subsidiary of IntercontinentalExchange, Inc. and offers futures and options on futures on soft commodities including coffee, cocoa, frozen concentrated orange juice, cotton and sugar. The First Nearby Corn Futures Contract The first nearby corn futures contract trades in units of 5,000 bushels. The contract provides for delivery of several grades of corn. It may be settled by delivery of No. 2 yellow at par, No. 1 yellow at2ldents per bushel over contract price or No. 3 yellow at " cents per bushel under contract price. The contract months are March, May, July, September and December. Trading in the first nearby corn futures contract terminates on the last business day prior to the 15th calendar day of the contract month. The last delivery date for any contract is the second business day following the last trading day of the delivery month. For example, as of December 29, 2010, the first nearby corn futures contract is the March 2011 futures contract, which is a contract for delivery through March 16, 2011, the last delivery date. The first notice date is February 28, 2011 and the first delivery date is March 1, 2011. The First Nearby Soybeans Futures Contract The first nearby soybean futures contract trades on the CBOT in units of 5,000 bushels. The contract months are November, January, March, May, July and August (each a "Soybean Contract Month"). Trading in the first nearby soybean futures contract terminates on the business day prior to the fifteenth calendar day of the Soybean Contract Month. The daily price limit for the first nearby soybean futures contract is seventy cents ($0.70) per bushel expandable to one dollar and five cents ($1.05) and then to one dollar and sixty cents ($1.60) when the market closes at limit bid or limit offer. There shall be no price limits on the current month contract on or after the second business day preceding the first day of the delivery month. There is no limit in the spot month. The last trading day is the business day prior to the 15th calendar day of the contract month. The First Nearby Sugar Futures Contract The first nearby sugar futures contract trades on the ICE US in units of 112,000 pounds. The contract months are January, March, May, July and October (each a "Sugar Contract Month"). Trading in the first nearby sugar futures contract terminates on the last business day of the month preceding the Sugar Contract Month, except for the S-25 January settlement for which trading terminates on the second business day before the 24`" calendar day of the prior month. CBOT and ICE Disclaimer The Deposits are not sponsored, endorsed, sold or promoted by CBOT or ICE. Neither CBOT or ICE make any representation or warranty, express or implied, to the depositors into the Deposits or any member of the public regarding the advisability of investing in certificates of deposit generally or in the Deposits particularly or the ability of CBOT or ICE US commodity futures prices to track general commodity market performance. Neither CBOT nor ICE have any relationship to us and CBOT and ICE US commodity futures prices are determined, composed and calculated by CBOT and ICE without regard to us or to the Deposits. Neither CBOT nor ICE have any obligation to take our needs or the needs of the owners of the Deposits into consideration in determining, composing or calculating any CBOT or ICE US commodity futures settlement price. CBOT and ICE are not responsible for and have not participated in the determination of the timing of, prices of, or quantities of the Deposits to be issued or in the determination or calculation of the equation pursuant to which cash amounts are payable on the Deposits in addition to the principal amount. CBOT and ICE have no obligation or liability in connection with the administration, marketing or trading of the Deposits. CBOT and ICE do not guarantee the quality, accuracy and/or completeness of (i) statements made herein or in any other materials used to describe, market and/or sell the Deposits, or (ii) the CBOT or ICE US commodity futures prices used in computing the return on the Deposits. CBOT and ICE make no warranty, express or implied, as to results to be obtained by us, owners of the Deposits, or any other person or entity from the use of the warranties, and hereby expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the CBOT and ICE US commodity futures prices used in computing the return on the Deposits and are not liable for any error or omission in any price used in connection with the Deposits. Without limiting any of the foregoing, in no event shall CBOT or ICE have any liability for any special, punitive, indirect or consequential damages (including lost profits), even if notified of the possibility of such damages. Historical Data on the First Nearby Corn Futures Contract The following table sets forth the high, low and period-end settlement price of the first nearby corn futures contract traded on the CBOT for each quarterly period from January 3, 2005 through December 29, 2010 (rounded to two decimal places). Citibank obtained the data reflected below from Bloomberg without independent verification. These historical data on the first nearby corn futures contract are not indicative of the future performance of the first nearby corn futures contract or what the value of the Deposits may be. Any historical upward or downward trend in the settlement price of the first nearby corn futures contract during any period set forth below is not an indication that the settlement price of the first nearby corn futures contract is more or less likely to increase or decrease at any time during the term of the Deposits. ... ......__ ?.._ _ High Low _.....v .__..W. Period End 2005 Quarter ........... First . .. .. .................... _ _ ...... .. 0228.50.0194.75 ....... .... _..... . 0213.0( Second .. 235.50 195.25 ....... 212.2` Third _ .... 260.00 195.00 205.5( Fourth ......... ........ . 216.25 186.25: . .. 215.7 < _ 2006 . ............ Quarter ..... First ...._ .. 236.00 205.00 .. 236.0C Second 263.00 223.00 11 11 .1 235.S . C Third 264.25 219.00 262.5C Fourth 390.25 264.00; 390.25 2007 S-26 High Low : Period End Quarter ......... ......... _... ... _ _. _........ _.. . .......... . First_ .._ . . ........... .. ........ 434..50 ..... 354.50, 374.51 Second 419.00; 329.50 ; 329.51 Third .. ..... . . 386.75 . 310.00; .... .................... .....__ . 373.01 ................ ._............ Fourth ........................... .._ . .... ..... ............... :. 455.50 _.... . 339.75: 455.51 2008 Quarter ............. First 567.25 462.50: 567.2: Second 754.75 576.25' 724.7' Third ...... 748.75 487.50 487.5( Fourth .._.... ...................... 484.00 293.50 407.0( .......... ._ _ ....... 2009 Quarter .......... ........ First ........ ... 427.50 . ....._. 343.50: 404.7`_ ........ ..... ............ .._ Second .... .................. .... ... 449.50 ........ 347.75 347.7`_ ..._ ................... Third :_ 359.00 ...... . 300.50: 344.0( Fourth ..... _ 417.00 333.50 .......... 414.5( 2010 .. ..... ............_. Quarter First 423.00 345.00; 345.0( Second 373.25, 325.00: .. ......... .......... 354.2! Third 521.75 360.00. 495.7-1 Fourth (through December 29) 623 50 465.75z 623.5( The settlement price of the first nearby corn futures contract traded on the CBOT on December 29, 2010, as quoted on Bloomberg Screen page C1 <CMDTY>, was ¢623.50. Historical Data on the First Nearby Soybeans Futures Contract The following table sets forth the high, low and period-end settlement price of the first nearby soybeans futures contract traded on the CBOT for each quarterly period from January 3, 2005 through December 28, 2010 (rounded to two decimal places). Citibank obtained the data reflected below from Bloomberg without independent verification. These historical data on the first nearby soybeans futures contract are not indicative of the future performance of the first nearby soybeans futures contract or what the value of the Deposits may be. Any historical upward or downward trend in the settlement price of the soybeans futures contract during any period set forth below is not an indication that the settlement price of the soybeans futures contract is more or less likely to increase or decrease at any time during the term of the Deposits. 2005 Quarter First Second Third Fourth 2006 Quarter First Low Period End ¢ 681.00::0 499.50; 0627.5 744.50, 603.75 651.7 ............ 723.00 557.50 573.2 _._ .. 613.00: 554.00: ?.? 602.0 621.00 562.00E 571 5-27 High Low Period End 1 Second 609.00. 555.25 594.75; Third 608.50' 527.25 547.501 Fourth 688.00 542.50.. 683.5G 2007 Quarter First 783.75 653.50. 761.25 __..__ Second _........ 855.25 709.75; 850.00 Third 1,009.00: 799.251 991.25'1 Fourth 1,220.75; 925.50 .__ ........ 1,199.00'. 2008 Quarter First 1,544.50; 1,189.50: 1,197.25 Second 1,605.00: 1,211.00. 1,605.003 Third 1,658.00: 1,045.00" 1,045 00 Fourth 1,053.00 783.50 972.25 2009 Quarter First 1,037 50 848 50 952.00 ? .._...... Second 1,267.00: 952.00; 1,226.25; Third 1,258.50: 913.50. 927.00; Fourth 1,060.50[ 885.00; 1,039.751 :2010 Quarter First 1,052.25 908.00 941.00 Second 1,004.25: 930.50 948.50° Third 1,128.50 953.50! 1,106.75 ........ Fourth (through December 28) 1 375 75 1,054.00 1,375.75''. The settlement price of the first nearby soybeans futures contract traded on the CBOT on December 28, 2010, as quoted on Bloomberg Screen page S1 <CMDTY>, was ¢1,375.75. Historical Data on the First Nearby Sugar Futures Contract The following table sets forth the high, low and period-end settlement price of the first nearby sugar futures contract traded on the ICE US for each quarterly period from January 3, 2005 through December 28, 2010 (rounded to two decimal places). Citibank obtained the data reflected below from Bloomberg without independent verification. These historical data on the first nearby sugar futures contract are not indicative of the future performance of the first nearby sugar futures contract or what the value of the Deposits may be. Any historical upward or downward trend in the settlement price of the sugar futures contract during any period set forth below is not an indication that the settlement price of the sugar futures contract is more or less likely to increase or decrease at any time during the term of the Deposits. 2005 Quarter First Second Third _._....... ... ........._......._. High : Low Period End 9.30: ¢ 8.42 ¢ 8.70 9.34 8.08: 9.34 11.131 -------- 9.161 ---- 10.95 5-28 High Low Period End Fourth 1 14.79 11.20 ..., 14.681 2006 Quarter ........ First _ 1 19.30. 14.18 17.90' Second 1833 1471 1579 Third __. _,.... __ 1716 9.75 10.85 Fourth 1 12.5& 10.89 11.75 Quarter } First 11 51 9.85. 9.8 & Second 9.98, 8.45; 9.0 Third 10.33 9.0q, 9.56j Fourth 11.07: 9.70. 10.821 2008 Quarter i First 15 02 10.73i 11 69 Second 12.671 9.52 12.04 Third 14.191 11.65 12.36 Fourth 13.93. 10.57 _. 11.81, 2009 Quarter j First [ 1370:_ __-? 11.43 12.61 Second 16.93 ._. 12.221 _.. 16.81i . Third 24 39, 16.96. 24.12 Fourth 27,26: 21.24 26.95` 2010 Quarter First ------ - ------ 29.90: 16.57 16.59 Second 18.03 13.67 -------- --- 18.03 Third 26.84; _. 16.28 .. .................. 25.30 Fourth (through December 28) 34.34 22.99 34.39 The settlement price of the first nearby sugar futures contract traded on the ICE US on December 28, 2010, as quoted on Bloomberg Screen page S13 1 <CMDTY> CT, was ¢34.39. S-29 DESCRIPTION OF THE PLATINUM PRICE General The Contingent Interest, if any, will be determined by reference to the price of a troy ounce gross of platinum for delivery in Zurich. We have derived all information regarding the London PM Fix of platinum price from publicly available sources without independent verification. Such information reflects the policies of, and is subject to change without notice by, the London Platinum and Palladium Market. We make no representation or warranty as to the accuracy or completeness of such information. The London PM Fix of platinum price is set by the members of the London Platinum and Palladium Market during the afternoon session of the twice daily platinum price fix which starts at 2:00 p.m. London, England time. During each session, orders are placed either with one of the fixing members or with another bullion dealer who will then be in contact with a fixing member during the fixing. The fixing members net-off all orders when communicating their individual net interest at the fixing. The fixing begins with the fixing chairman suggesting a "trying price," reflecting the market price prevailing at the opening of the fix. This is relayed by the fixing members to their dealing rooms which have direct communication with all interested parties. Any market participant may enter the fixing process at any time, or adjust or withdraw its order. The platinum price is adjusted up or down until all the buy and sell orders are matched, at which time the price is declared fixed. All fixing orders are transacted on the basis of this fixed price, which is instantly relayed to the market through various media. Disclaimer The Deposits are not sponsored, endorsed, sold or promoted by the London Platinum and Palladium Market or by any member thereof. The London Platinum and Palladium Market makes no representation or warranty, express or implied, to the purchasers of the Deposits or any member of the public regarding the advisability of investing in certificates of deposit generally or in the Deposits particularly or the ability of the London platinum price fixings to track general market performance of platinum price. The London Platinum and Palladium Market has no relationship to Citibank or the Deposits. The London Platinum and Palladium Market has no obligation to take the needs of Citibank or the depositors into the Deposits into consideration in determining the London platinum fixings. The London Platinum and Palladium Market is not responsible for and has not participated in the determination of the timing of, prices of, or quantities of the Deposits to be issued or in the determination or calculation of the equation by which the Deposits are to be converted into cash. The London Platinum and Palladium Market has no obligation or liability in connection with the administration, marketing or trading of the Deposits. S-30 Historical Data on the Platinum Price The following table sets forth the high, low and period-end London PM Fix of platinum price for each quarterly period from January 4, 2005 through Decem ber 23, 2010 (rounded to two decimal places). Citibank obtained the data reflected below from Bloomberg without independent verification. These historical data on the price of platinum are not indicative of the future performance of the price of platinum or what the value of the Deposits may be. Any historical upward or downward trend in the price of platinum during any period set forth below is not an indication that the price of platinum is more or less likely to increase or decrease at any time during the term of the Deposits. ... ._ High Low P ______ -.... eriod End 2005 Quarter First ---------- ----------- $883.00' $844.00 $864.00 Second . .. 897.00; 853.00 __._ 884.00 Third 930.001 860.06. 929.00 Fourth 1,012.00i 914.06. - - .__. 965.00 .2006 Quarter First 1084.00 982.00 1,076.00 Second 1,331.001 1,070.00 1,226.00 Third 1,268.001; 1 127 00 1,140.00`, Fourth . 1 355 W, 1,053 00 1 118.00 2007 -- Quarter _.. ; First . 1,248.0 1118.00 1,244.06 Second 1,329.00 1,235.001 1,273.00 Third ........ 1 1,377 001 1,240.00 ..... .... ...,.... 1,377.001 Fourth 1,544.00' 1,353.00_ 1,530.00 2008 Quarter First 2,273.00; 1,531.001 2,040.00 Second 2,182.001 1,878.00 2,064.00! Third 2,075.001 1004.00 1,004.001 Fourth 1,032.001 763.00 _ 898.00: 2009 Quarter First ....... 1,152.001 918.06 ............ ,124 00 Second 1,275.091, 1,076.00 1, 186.001 Third __ 1 339 001 1,095.00 6 l 1,287 06 Fourth ... 1,494 4.001 1 269.00 1,461.001 2010 Quarter First 1,645.00 1,475.00 1,645.00 Second 1,752.00, 1,492.00: 1,532.00; Third 1,662.00 1,494.00 1,662.00 Fourth (through December 23) 1,786.00 1,636.00 1,720.00 The London PM Fix of platinum price on December 23, 2010, as reported on Bloomberg Screen page "PLTMLNPM <INDEX>", was $1,720.00. S-31 DESCRIPTION OF THE BASKET COMMODITY INDICES The Contingent Interest, if any, will be determined by reference to the closing value of the S&P GSCI Crude Oil Excess Return Index and the S&P GSCI Livestock Excess Return Index (referred to herein collectively as the "Basket Commodity Indices"). All information contained in this Disclosure Supplement on the Basket Commodity Indices are derived from Goldman Sachs & Co. ("Goldman Sachs"), Standard & Poor's, a division of The McGraw- Hill Companies, Inc. (the "Index Sponsor," also referred to herein as "S&P") or other publicly available sources. Such information reflects the policies of the Index Sponsor as stated in such sources, and such policies are subject to change by the Index Sponsor. Neither Citibank nor Goldman Sachs assumes any responsibility for the accuracy or completeness of such information. The Index Sponsor is under no obligation to continue to publish Basket Commodity Indices and may discontinue publication of the Basket Commodity Indices at any time. General Each of the Basket Commodity Indices is a sub-index of the S&P Goldman Sachs Commodity Index (the "GSCI"), formerly known as the Goldman Sachs Commodity Index, and the S&P GSCI Excess Return, formerly known as the GSCI Excess Return (the "GSCI Excess Return"). The GSCI Excess Return is a sub-index of the GSCI. The GSCI Excess Return reflects the returns of the S&P GSCI Spot Index (which is based on the price levels of the futures contracts included in the GSCI) plus any excess return resulting from the discount or premium obtained by "rolling" forward to nearby futures contracts as the hypothetical positions in the futures contracts included in the GSCI approach delivery. The GSCI, the GSCI Excess Return and the Basket Commodity Indices are proprietary indices that Goldman Sachs developed. Effective February 8, 2007, Goldman Sachs Group, Inc. (the "Goldman Group") completed a transaction with the Index Sponsor by which the Goldman Group sold to the Index Sponsor all of the rights of the Goldman Group in the GSCI and related indices, including the Basket Commodity Indices. The GSCI is designed as a benchmark for investment in the commodity markets and as a measure of commodity market performance over time. The GSCI is also calculated primarily on a world-production weighted basis and comprises the principal physical commodities that are the subject of active, liquid futures markets. There is no limit on the number of contracts that may be included in the GSCI. The S&P GSCI Crude Oil Excess Return Index is designed as a benchmark for investment in the crude oil commodity markets and as a measure of crude oil commodity market performance over time and is calculated primarily on a world-production weighted basis. The S&P GSCI Livestock Excess Return Index is designed as a benchmark for investment in the livestock commodity markets and as a measure of livestock commodity market performance over time and is calculated primarily on a world-production weighted basis. Goldman Sachs began publishing the GSCI and its indices and sub-indices in 1991 and calculated the historical value of the GSCI and related indices beginning on January 2, 1970. The GSCI and the GSCI Excess Return have been normalized to a value of 100 on January 2, 1970. The Index Sponsor calculates and publishes the value of the GSCI and of each of the Basket Commodity Indices. These calculations are performed continuously on each business day. Quotations for the GSCI and each of the Basket Commodity Indices may be found on Bloomberg. In addition, a number of other data vendors publish GSCI quotations. The Index Sponsor publishes an official daily settlement price for the GSCI and each of the Basket Commodity Indices on each day on which the offices of the Index Sponsor in New York are open for business between 4:00 p.m. and 6:00 p.m., New York time. The Index Committee and Advisory Panel The Index Sponsor has established an Index Committee consisting of five members, with three appointed by S&P and two appointed by Goldman Sachs, to oversee the daily management and operation of the GSCI, the index rules that govern the GSCI, and the annual rebalancing of the GSCI. At each meeting, the Index Committee reviews any issues that may affect index constituents, statistics comparing the composition of the indices to the market, commodities that are being considered as candidates for addition to an index, and any significant market events. In addition, the Index Committee may revise index policy covering rules for selecting commodities, or other matters. The Index Sponsor has also established an Advisory Panel, consisting of a number of industry and investment leaders drawn from organizations that use the GSCI or which are active participants or observers of the global commodities markets, to assist it in connection with the operation of the GSCI. The Advisory Panel meets on an S-32 annual basis and at other times upon the request of the Index Committee. The principal purpose of the Advisory Panel is to advise the Index Committee with respect to, among other things, the calculation of the GSCI, the effectiveness of the GSCI as a measure of commodity futures market performance and the need for changes in the composition or in the methodology of the GSCI. The Advisory Panel acts solely in an advisory and consultative capacity; all decisions with respect to the composition, calculation and operation of the GSCI are made by the Index Committee. Composition of the GSCI Contract Eligibility There are currently twenty-four commodities which meet the eligibility requirements for the GSCI. In order to be included in the GSCI, a contract must satisfy the following eligibility criteria: The contract must: be in respect of a physical commodity and not a financial commodity; have a specified expiration or term or provide in some other manner for delivery or settlement at a specified time, or within a specified period, in the future; at any given point in time, be available for trading at least five months prior to its expiration or such other date or time period specified for delivery or settlement; and the exchange, facility or platform, referred to as a trading facility, on which the contract trades must allow market participants to execute spread transactions, through a single order entry, between the pairs of contract expirations (as discussed below) included in the GSCI that, at any given point in time, will be involved in the rolls to be effected in the next three roll periods (as discussed below). The commodity must be the subject of a contract that: is denominated in U.S. dollars; is traded on a trading facility that has its principal place of business or operations in a country which is a member of the Organization for Economic Cooperation and Development and that: makes price quotations generally available to its members or participants (and, if the Index Sponsor is not such a member or participant, to the Index Sponsor) in a manner and with a frequency that is sufficient to provide reasonably reliable indications of the level of the relevant market at any given point in time; makes reliable trading volume information available to the Index Sponsor with at least the frequency required by the Index Sponsor to make the monthly determinations; accepts bids and offers from multiple participants or price providers (i.e., it must not be a single-dealer platform); is accessible by a sufficiently broad range of participants; and with respect to inclusion within the S&P GSCI Crude Oil Excess Return Index or S&P GSCI Livestock Excess Return Index, a contract must be in respect of a crude oil commodity or livestock commodity, respectively. The price of the relevant contract that is used as a reference or benchmark by market participants (referred to as the daily contract reference price) generally must have been available on a continuous basis for at least two years prior to the proposed date of inclusion in the GSCI. In appropriate circumstances, however, the Index Sponsor, in consultation with the Index Committee, may determine that a shorter time period is sufficient or that historical daily contract reference prices for such contract may be derived from daily contract reference prices for a similar or related contract. The daily contract reference price may be (but is not required to be) the settlement price or other similar price published by the relevant trading facility for purposes of margining transactions or for other purposes. At and after the time a contract is included in the GSCI, the daily contract reference price for such contract must be published between 10:00 a.m. and 4:00 p.m., New York City time, on each business day relating to such contract by the trading facility on or through which it is traded and must generally be available to all members of, or participants in, such facility (and, if the Index Sponsor is not such a member or participant, to the Index Sponsor) on the same day from the trading facility or through a recognized third-party data vendor. Such publication must include, at all times, daily contract reference prices for at least one expiration or settlement date that is five months or more from the date the determination is made, as well as for all expiration or settlement dates during such five-month period. For a contract to be eligible for inclusion in the GSCI, volume data with respect to such contract must be available for at least the three months immediately preceding the date on which the determination is made. A contract that is not included in the GSCI at the time of determination and that is based on a commodity that is not represented in the GSCI at such time must, in order to be added to the GSCI at such time, have a total dollar value traded, over the relevant period, and annualized, of at least U.S. $15 billion. The total dollar value traded is the S-33 Contract Quantity The quantity of each of the contracts included in the GSCI is determined on the basis of a five-year average (referred to as the world production average) of the production quantity of the underlying commodity as published by the United Nations Statistical Yearbook, the Industrial Commodity Statistics Yearbook and other official sources. However, if a commodity is primarily a regional commodity, based on its production, use, pricing, transportation or other factors, the Index Sponsor, in consultation with its Index Committee, may calculate the weight of such commodity based on regional, rather than world, production data. The five-year moving average is updated annually for each commodity included in the GSCI, based on the most recent five-year period (ending approximately two years prior to the date of calculation and moving backwards) for which complete data for all commodities is available. The contract production weights, or CPWs, used in calculating the GSCI are derived from world or regional production averages, as applicable, of the relevant commodities, and are calculated based on the total quantity traded for the relevant contract and the world or regional production average, as applicable, of the underlying commodity. However, if the volume of trading in the relevant contract, as a multiple of the production levels of the commodity, is below specified thresholds, the CPW of the contract is reduced until the threshold is satisfied. This is designed to ensure that trading in each such contract is sufficiently liquid relative to the production of the commodity. In addition, the Index Sponsor performs this calculation on a monthly basis and, if the multiple of any contract is below the prescribed threshold, the composition of the GSCI is reevaluated, based on the criteria and weighting procedure described above. This procedure is undertaken to allow the GSCI to shift from contracts that have lost substantial liquidity into more liquid contracts, during the course of a given year. As a result, it is possible that the composition or weighting of the GSCI will change on one or more of these monthly evaluation dates. In addition, regardless of whether any changes have occurred during the year, the Index Sponsor reevaluates the composition of the GSCI, in consultation with the Index Committee, at the conclusion of each year, based on the above criteria. Other commodities that satisfy such criteria, if any, will be added to the GSCI. Commodities included in the GSCI which no longer satisfy such criteria, if any, will be deleted. The Index Sponsor, in consultation with the Index Committee, also determines whether modifications in the selection criteria or the methodology for determining the composition and weights of and for calculating the GSCI are necessary or appropriate in order to assure that the GSCI represents a measure of commodity market performance. The Index Sponsor has the discretion to make any such modifications, in consultation with the Index Committee. Contract Expirations Because the GSCI comprises actively traded contracts with scheduled expirations, it can only be calculated by reference to the prices of contracts for specified expiration, delivery or settlement periods, referred to as "contract expirations." The contract expirations included in the GSCI for each commodity during a given year are designated by the Index Sponsor, in consultation with the Index Committee, provided that each such contract must be an "active contract." An "active contract" for this purpose is a liquid, actively traded contract expiration, as defined or identified by the relevant trading facility or, if no such definition or identification is provided by the relevant trading facility, as defined by standard custom and practice in the industry. If a trading facility deletes one or more contract expirations, the GSCI will be calculated during the remainder of the year in which such deletion occurs on the basis of the remaining contract expirations designated by the Index Sponsor. If a trading facility ceases trading in all contract expirations relating to a particular contract, the Index Sponsor may designate a replacement contract on the commodity. The replacement contract must satisfy the eligibility criteria for inclusion in the GSCI. To the extent practicable, the replacement will be effected during the next monthly review of the composition of the GSCI. If that timing is not practicable, the Index Sponsor will determine the date of the replacement and will consider a number of factors, including the differences between the existing contract and the replacement contract with respect to contractual specifications and contract expirations. S-35 Value of the S&P GSCI Crude Oil Excess Return Index and the S&P GSCI Livestock Excess Return Index Each of the Basket Commodity Indices is calculated on the basis of the contract daily return. The contract daily return on any given business day is equal to the total dollar weight of each of the Basket Commodity Indices on such business day divided by the total dollar weight of each of the Basket Commodity Indices on the preceding business day, minus one. On any given day, the total dollar weight of each of the Basket Commodity Indices is the sum for each component commodity of: the daily contract reference price, multiplied by the appropriate CPWs; and during a roll period, multiplied by the appropriate "roll weights" (as discussed below). The daily contract reference price used in calculating the dollar weight of each commodity on any given day is the most recent daily contract reference price made available by the relevant trading facility, except that the daily contract reference price for the most recent prior day will be used if the exchange is closed or otherwise fails to publish a daily contract reference price on that day. In addition, if the trading facility fails to make a daily contract reference price available or publishes a daily contract reference price that, in the reasonable judgment of the Index Sponsor, reflects manifest error, the relevant calculation will be delayed until the price is made available or corrected; provided, that, if the price is not made available or corrected by 4:00 p.m. New York City time, the Index Sponsor may, if it deems such action to be appropriate under the circumstances, determine the appropriate daily contract reference price for the applicable futures contract in its reasonable judgment for purposes of the relevant GSCI calculation. The "roll weight" of each commodity reflects the fact that the positions in contracts must be liquidated or rolled forward into more distant contract expirations as they approach expiration. If actual positions in the relevant markets were rolled forward, the roll would likely need to take place over a period of days. Since the GSCI is designed to replicate the performance of actual investments in the underlying contracts, the rolling process incorporated in the GSCI also takes place over a period of days at the beginning of each month (referred to as the roll period). On each day of the roll period, the "roll weights" of the first nearby contract expirations on a particular commodity and the more distant contract expiration into which it is rolled are adjusted, so that the hypothetical position in the contract on the commodity that is included in the GSCI is gradually shifted from the first nearby contract expiration to the more distant contract expiration. If on any day during a roll period any of the following conditions exists, the portion of the roll that would have taken place on that day is deferred until the next day on which such conditions do not exist: no daily contract reference price is available for a given contract expiration; any such price represents the maximum or minimum price for such contract month, based on exchange price limits (referred to as a "Limit Price"); the daily contract reference price published by the relevant trading facility reflects manifest error, or such price is not published by 4:00 p.m., New York City time. In that event, the Index Sponsor may, but is not required to, determine a daily contract reference price and complete the relevant portion of the roll based on such price; provided, that, if the trading facility publishes a price before the opening of trading on the next day, the Index Sponsor will revise the portion of the roll accordingly; or trading in the relevant contract terminates prior to its scheduled closing time. If any of these conditions exist throughout the roll period, the roll with respect to the affected contract, will be effected in its entirety on the next day on which such conditions no longer exist. The value of the S&P GSCI Crude Oil Excess Return Index on any business day is equal to the product of (1) the value of the S&P GSCI Crude Oil Excess Return Index on the immediately preceding business day multiplied by (2) one plus the contract daily return on the business day on which the calculation is made. The value of the S&P GSCI Livestock Excess Return Index on any business day is equal to the product of (1) the value of the S&P GSCI Livestock Excess Return Index on the immediately preceding business day multiplied by (2) one plus the contract daily return on the business day on which the calculation is made. S-36 License Agreement Between the Index Sponsor and Citibank S&P and Citigroup Global Markets, an affiliate of Citibank, have entered into a non-exclusive license agreement providing for the license to Citigroup Global Markets and its affiliates, in exchange for a fee, of the right to use indices owned and published by S&P in connection with certain financial instruments, including the Deposits. The license agreement between S&P and Citigroup Global Markets provides that the following language must be stated in this Disclosure Supplement: "THE DEPOSITS ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY S&P. S&P MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE BENEFICIAL OWNERS OF THE DEPOSITS OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN CERTIFICATES OF DEPOSIT GENERALLY OR IN THE DEPOSITS PARTICULARLY. S&P'S ONLY RELATIONSHIP TO CITIBANK IS THE LICENSING OF CERTAIN TRADEMARKS, TRADE NAMES AND SERVICE MARKS OF S&P AND OF THE S&P GSCI ALUMINUM EXCESS RETURN INDEX AND THE S&P GSCI WHEAT EXCESS RETURN INDEX, WHICH IS DETERMINED, COMPOSED AND CALCULATED BY S&P WITHOUT REGARD TO CITIBANK OR THE DEPOSITS. S&P HAS NO OBLIGATION TO TAKE THE NEEDS OF CITIBANK OR THE BENEFICIAL OWNERS OF THE DEPOSITS INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE S&P GSCI CRUDE OIL EXCESS RETURN INDEX, THE S&P GSCI WHEAT EXCESS RETURN INDEX AND THE S&P LIVESTOCK EXCESS RETURN INDEX. S&P IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE DEPOSITS TO BE ISSUED. S&P HAS NO OBLIGATION OR LIABILITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE DEPOSITS." S-37 Historical Information The S&P GSCI Crude Oil Excess Return Index The following table sets forth the high, low and period-end Closing Values of the S&P GSCI Crude Oil Excess Return Index for each quarterly period from January 3, 2005 through December 28, 2010 (rounded to two decimal places). Citibank obtained the data reflected below from Bloomberg without independent verification. The historical Closing Values of the S&P GSCI Crude Oil Excess Return Index set forth below should not be taken as an indication of future performance of the S&P GSCI Crude Oil Excess Return Index. 2005 Huh Low Period End Quarter _.._... _ First 1,156.81 8741 .._. 1 115 33` Second 1 1 152 98 - 1 - 924.38 1 11 1,049.70 Third 1,25 6. 3 1 _ ............ 044 60; 1 ,044.601 1,178.87 Fourth 1,165.17 _. - . 995.37 . - - 1,058.48 -- _-- 2006 fi - Quarter First 1 175 31 1 1 000 54 1 091 96; Second , 1,207.34 , . 1,078.60 , . 1,150.83 Third 1,204 55? 895.091 929.981 Fourth 9021 816.50 - ? 83 8 .2007 ..... Quarter First 853.06 697.78 1 ? 85100 Second _ 8 5 1.90 ,. _..... .. 760.14 84170 Third ! 1,000.471 1 823-04! 985.74 Fourth 1,207.24 _ 953.791,11 1,180.78 2008 Quarter First 1,362 43 1 074 86 1,267.71, Second 1,754 79 1 260.22 l 752.17 Third 1..,818 37 . 1 1327211 1,251 87 Fourth 1,225 63= _ 410.54' 517.961 2009 t Quarter First 566.86 320.50 412.64 Second 561.71 381.81 534.26; Third 544.6 454.3'1 ............ .......... 513.821 Fourth 588.42 ? 50 1 .7 5541 2 2010 Quarter First 580 801 494.2 575.75! Second 596.92 444.41' 480.74 Third 52134 449.78' 494.24 Fourth (through December 28) 553 55 490.98 553.43 S-38 The Closing Value of the S&P GSCI Crude Oil Excess Return Index on December 28, 2010, as quoted on Bloomberg Screen page "SPGCCLP <INDEX>", was 553.43. The S&P GSCI Livestock Excess Return Index The following table sets forth the high, low and period-end Closing Values of the S&P GSCI Livestock Excess Return Index for each quarterly period from January 3, 2005 through December 28, 2010 (rounded to two decimal places). Citibank obtained the data reflected below from Bloomberg without independent verification. The historical Closing Values of the S&P GSCI Livestock Excess Return Index set forth below should not be taken as an indication of future performance of the S&P GSCI Livestock Excess Return Index. Low !Period End 2005 First 432.03 407.9' 420.01 Second 1 424.03 378.4 378.8: ..._ ?.__ Third 411.24 372.531 41 L L Fourth i 426 05 402.48i 418.3: 2006 Quarter First 1 417.14 344 29 344.2 Second j 388.87 33-9 1 ? 384.0 Third 1 407.771 368.61! 383.2 _. - _ __ Fourth 38916 362.15 371.8 2007 Quarter First 395.95. 365.11' 383.4 Second .. ......... ........ 389.40' ......_ 363.73 367.9 __ . ...... Third .. 397.97 361.64 361.6 Fourth ..... 354.00 ._ ...... 323.29 324.7 ':2008 Quarter First 323.56 275.90 275.9 Second 310.00 273.25' 297.5 Third __ ......... _..... ......... ._ ............. _.... .......... . 306.33. .......... ._..... .... 272.61: .... _. ..i..... 272.7 .__................. Fourth 1 271.32 226.78; 232.1 2009 Quarter First ! 240.35; 211.121 215.2 Second 222.42 .......... ;__ ...... _ :.. 194.39 ... 205.2 Third ._ ....... .. ..... 1 212.20i 188.911 193.4 Fourth .......... : 201.69 187.481 199.1 X2010 ' Quarter .......... First 214.44 194.13; 213.0 Second 1 219 98, 201,38z 206.9 Third 220.03 204.751 214.2 Fourth (through December 28) 2.18 45 203.101 218.0 S-39 The Closing Value of the S&P GSCI Livestock Excess Return Index on December 28, 2010, as quoted on Bloomberg Screen page "SPGCLVP" <INDEX>", was 218.03. S-40 Hypothetical Contingent Interest Payments The amount of the Contingent Interest payable on each Contingent Interest Payment Date will be based on the value of the Current Component Level of each Basket Component on the respective Contingent Interest Valuation Date. Because the value of the Current Component Level of each Basket Component may be subject to significant variations over the term of the Deposits, it is not possible to present a chart or table illustrating a complete range of possible Contingent Interest payments. The following are six examples of hypothetical calculations of the amounts that would be payable on the specified hypothetical Contingent Interest Payment Dates and are set forth to illustrate the effect of different Current Component Levels of each of the Basket Components on the amount of the Contingent Interest payable at different periods. All of the hypothetical examples assume an investment in the Deposits of $1,000.00, the Maximum Contingent Interest of 12.00% and the Floor Rate of negative 20.00%. Example 1 Contingent Interest Payment Date is January 31, 2012. Basket Component Initial Component Level Current Component Level(') Component Rate (2) Component Return (3) Weighted Component Return (4) S&P GSCI Crude Oil Excess Return Index 544.0000 582.86 7.14% 12.00% 1.20% Silver 2,925.000 3,084.55 5.45% 12.00% 1.20% Com 603.00 621.50 3.07% 12.00% 1.20% Copper 9,410.00 9,811.37 4.27% 12.00% 1.20% inc 2,297.00 2,453.61 6.82% 12.00% 1.20% Nickel 24,575.00 27,032.50 10.00% 12.00% 1.20% Platinum 1,717.00 1,767.50 2.94% 12.00% 1.20% Soybeans 1,327.00 1,500.09 13.04% 12.00% 1.20% Sugar 33.00 34.94 5.88% 12.00% 1.20% S&P GSCI Livestock Excess Return Index 214.0000 220.11 2.86% 12.00% 1.20% 0 Contingent Interest Rate(s): 12.00% Contingent Interest per Deposit payable in U.S. Dollars: $120.00 (1) As of the Contingent Interest Valuation Date applicable to the Contingent Interest Payment Date of January 31, 2012. (2) Component Rate = (Current Component Level - Initial Component Level) / Initial Component Level. (3) Equal to (i) the Fixed Return of 12%, if the Component Rate is greater or equal to zero, or (ii) the greater of the Component Rate and the Floor Rate of - 20%, if the Component Rate is less than zero. (4) Equal to the product of (a) the Component Return and (b) 10%. (5) Equal to the sum of Weighted Component Returns. S-41 Example 2 Contingent Interest Payment Date is January 30, 2013. Basket Component Initial Component Level Current Component Level(') Component Rate(Z) Component Return (3) Weighted Component Return (4) S&P GSCI Crude Oil Excess Return Index 544.00 621.71 14.29% 12.00% 1.20% Silver 2,925.00 3,217.50 10.00% 12.00% 1.20% Corn 603.00 621.50 3.07% 12.00% 1.20% Copper 9,410.00 9,411.88 0.02% 12.00% 1.20% inc 2,297.00 2,161.27 -5.91% -5.91% -0.59% Nickel 24,575.00 25,803.75 5.00% 12.00% 1.20% Platinum 1,717.00 2,020.00 17.65% 12.00% 1.20% Soybeans 1,327.00 1,453.93 9.57% 12.00% 1.20% Sugar 33.00 33.00 0.01% 12.00% 1.20% S&P GSCI Livestock Excess Return Index 214.00 203.61 -4.86% -4.86% -0.49% Contingent Interest Rate(s): o 8.52 /o Contingent Interest per Deposit payable in U.S. Dollars: $85.23 (1) As of the Contingent Interest Valuation Date applicable to the Contingent Interest Payment Date of January 30, 2013. (2) Component Rate = (Current Component Level - Initial Component Level) / Initial Component Level. (3) Equal to (i) the Fixed Return of 12%, if the Component Rate is greater or equal to zero, or (ii) the greater of the Component Rate and the Floor Rate of -20%, if the Component Rate is less than zero. (4) Equal to the product of (a) the Component Return and (b) 10%. (5) Equal to the sum of Weighted Component Returns. S-42 Example 3 Contingent Interest Payment Date is January 30, 2014. Basket Component Initial Component Level Current Component Level Component Rate Component t Return (3) Weighted Component Return S&P GSCI Crude Oil Excess Return Index 544.00 598.40 10.00% 12.00% 1.20% Silver 2,925.00 3,722.73 27.27% 12.00% 1.20% Corn 603.00 813.87 34.97% 12.00% 1.20% Copper 9,410.00 8,562.65 -9.00% -9.00% -0.90% inc 2,297.00 2,401.41 4.55% 12.00% 1.20% Nickel 24,575.00 18,677.00 -24.00% -20.00% -2.00% Platinum 1,717.00 1,919.00 11.76% 12.00% 1.20% Soybeans 1,327.00 2,077.04 56.52% 12.00% 1.20% Sugar 33.00 32.42 -1.76% -1.76% -0.18% S&P GSCI Livestock Excess Return Index 214.00 244.57 14.29% 12.00% 1.20% Contingent Interest Rate(s): 5.32% Contingent Interest per Deposit payable in U.S. Dollars: $53.23 (1) As of the Contingent Interest Valuation Date applicable to the Contingent Interest Payment Date of January 30, 2014. (2) Component Rate = (Current Component Level - Initial Component Level) / Initial Component Level. (3) Equal to (i) the Fixed Return of 12%, if the Component Rate is greater or equal to zero, or (ii) the greater of the Component Rate and the Floor Rate of -20%, if the Component Rate is less than zero. (4) Equal to the product of (a) the Component Return and (b) 10%. (5) Equal to the sum of Weighted Component Returns. S-43 Example 4 Contingent Interest Payment Date is January 30, 2015. Basket Component Initial Component Level Current Component Level(') Component Rate(2) Component Return (3) Weighted Component Return (4) S&P GSCI Crude Oil Excess Return Index 544.00 699.43 28.57% 12.00% 1.20% Silver 2,925.00 4,360.91 49.09% 12.00% 1.20% Corn 603.00 763.55 26.63% 12.00% 1.20% Copper 9,410.00 7,135.55 -24.17% -20.00% -2.00% inc 2,297.00 3,132.27 36.36% 12.00% 1.20% Nickel 24,575.00 17,571.13 -28.50% -20.00% -2.00% Platinum 1,717.00 2,014.95 17.35% 12.00% 1.20% Soybeans 1,327.00 1,038.52 -21.74% -20.00% -2.00% Sugar 33.00 35.33 7.06% 12.00% 1.20% S&P GSCI Livestock Excess Return Index 214.00 229.29 7.14% 12.00% 1.20% Contingent Interest Rate(s): o 2.40 /o Contingent Interest per Deposit payable in U.S. Dollars: $24.00 (1) As of the Contingent Interest Valuation Date applicable to the Contingent Interest Payment Date of January 30, 2015. (2) Component Rate = (Current Component Level - Initial Component Level) / Initial Component Level. (3) Equal to (i) the Fixed Return of 12%, if the Component Rate is greater or equal to zero, or (ii) the greater of the Component Rate and the Floor Rate of -20%, if the Component Rate is less than zero. (4) Equal to the product of (a) the Component Return and (b) 10%. (5) Equal to the sum of Weighted Component Returns. S-44 Example 5 Contingent Interest Payment Date is January 29, 2016. Basket Component Initial Component Level Current Component Level(') Component Rate (2) Component Return (3) Weighted Component Return (4) S&P GSCI Crude Oil Excess Return Index 544.00 777.14 42.86% 12.00% 1.20% Silver 2,925.00 4,786.36 63.64% 12.00% 1.20% Corn 603.00 473.52 -21.47% -20.00% -2.00% Copper 9,410.00 6,823.36 -27.49% -20.00% -2.00% inc 2,297.00 3,288.89 43.18% 12.00% 1.20% Nickel 24,575.00 29,858.63 21.50% 12.00% 1.20% Platinum 1,717.00 2,014.95 17.35% 12.00% 1.20% Soybeans 1,327.00 1,261.23 -4.96% -4.96% -0.50% Sugar 33.00 30.52 -7.53% -7.53% -0.75% S&P GSCI Livestock Excess Return Index 214.00 176.09 -17.71% -17.71% -1.77% Contingent Interest Rate(s): a -1.02/0 Contingent Interest per Deposit payable in U.S. Dollars: $0.00 (1) As of the Contingent Interest Valuation Date applicable to the Contingent Interest Payment Date of January 29, 2016. (2) Component Rate = (Current Component Level - Initial Component Level) / Initial Component Level. (3) Equal to (i) the Fixed Return of 12%, if the Component Rate is greater or equal to zero, or (ii) the greater of the Component Rate and the Floor Rate of-20%, if the Component Rate is less than zero. (4) Equal to the product of (a) the Component Return and (b) 10%. (5) Equal to the sum of Weighted Component Returns. S-45 Example 6 Contingent Interest Payment Date is January 27, 2017. Basket Component Initial Component Level Current Component Level(') Component Rate (2) Component Return (3) Weighted Component Return (4) S&P GSCI Crude Oil Excess Return Index 544.00 497.37 -8.57% -8.57% -0.86% Silver 2,925.00 2,127.27 -27.27% -20.00% -2.00% Corn 603.00 591.90 -1.84% -1.84% -0.18% Copper 9,410.00 8,027.49 -14.69% -14.69% -1.47% inc 2,297.00 2,192.59 -4.55% -4.55% -0.45% Nickel 24,575.00 21,626.00 -12.00% -12.00% -1.20% Platinum 1,717.00 1,641.25 -4.41% -4.41% -0.44% Soybeans 1,327.00 1,257.77 -5.22% -5.22% -0.52% Sugar 33.00 30.09 -8.82% -8.82% -0.88% S&P GSCI Livestock Excess Return Index 214.00 168.14 -21.43% -20.00% -2.00% Contingent Interest Rate(s): -10.010/c Contingent Interest per Deposit payable in U.S. Dollars: $0.00 (1) As of the Contingent Interest Valuation Date applicable to the Contingent Interest Payment Date of January 27, 2017. (2) Component Rate = (Current Component Level - Initial Component Level) / Initial Component Level. (3) Equal to (i) the Fixed Return of 12%, if the Component Rate is greater or equal to zero, or (ii) the greater of the Component Rate and the Floor Rate of -20%, if the Component Rate is less than zero. (4) Equal to the product of (a) the Component Return and (b) 10%. (5) Equal to the sum of Weighted Component Returns. The examples are for purposes of illustration only. The actual Contingent Interest payable on each of the Contingent Interest Payment Dates will be based on the value of the Initial Component Level and Current Component Level of each of the Basket Components on each Contingent Interest Valuation Date and the Fixed Return. S-46 Certain U.S. Federal Income Tax Considerations The following summarizes certain federal income tax considerations for initial U.S. Depositors who hold the Deposits as capital assets. Depositors should refer to the Disclosure Statement for additional information relating to U.S. federal income tax and consult their tax advisors in determining the tax consequences of an investment in the Deposits, including the application of state, local and other tax laws and the possible effects of changes in federal or other tax laws. o Amounts received as contingent interest on the Deposits will be taxable to a U.S. Depositor as ordinary interest income at the time that such payments are accrued or are received (in accordance with such U.S. Depositor's method of tax accounting, except that for accrual method taxpayers interest will accrue based on the expected value of such payments and will be subject to adjustments). o At maturity or upon a taxable disposition of the Deposits, a U.S. Depositor will realize gain or loss equal to the difference between cash received upon maturity or such taxable disposition and the U.S. Depositor's tax basis in the Deposits. The tax basis of a Deposit generally is the cost of the Deposit. o Gain or loss recognized by a U.S. Depositor generally will be long-term capital gain or loss if the U.S. Depositor has held the Deposit for more than one year at the time of disposition. o Long-term capital gains recognized by an individual holder generally are subject to tax at a lower rate than short- term capital gains or ordinary income. The deductibility of capital losses is subject to limitations. In the case of a holder of the Deposits that is not a U.S. person (a "Non-U.S. Depositor"), all payments made with respect to the Deposits and any gain realized upon the sale or other disposition of the Deposits will not generally be subject to U.S. income or withholding tax, provided that such payments and gain are not effectively connected with the conduct of a U.S. trade or business of such holder. Further, if such holder does not comply with applicable certification requirements (generally, furnishing an IRS form W-813EN), such holder may be subject to backup withholding. Deposits beneficially owned by a Non-U.S. Depositor who at the time of death is neither a resident nor a citizen of the United States should not be subject to U.S. federal estate taxes, provided that interest on the Deposits is not then effectively connected with the conduct of a U.S. trade or business. U.S. Treasury Circular 230 Notice. The tax discussions contained in this Disclosure Supplement and the accompanying Disclosure Statement were written for use in connection with the promotion or marketing of the transactions or matters addressed in this Disclosure Supplement and the accompanying Disclosure Statement. These discussions were not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. tax penalties. Investors should consult their own tax advisors in determining the tax consequences to them of holding the Deposits, including the application to their particular situation of the U.S. tax issues discussed, as well as the application of state, local, foreign, or other tax laws. You should refer to the Disclosure Statement for additional information relating to U.S. federal income tax and should consult your own tax advisors to determine tax consequences particular to your situation. ERISA and IRA Purchase Considerations Employee benefit plans and other entities the assets of which are subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or substantially similar federal, state or local laws, including individual retirement accounts, ("Plans") will be permitted to purchase and hold the Deposits, provided that each such Plan shall by its purchase be deemed to represent and warrant that none of Citibank, N.A., its affiliates or any employee thereof manages the Plan or provides advice that serves as a primary basis for the Plan's decision to purchase, hold or dispose of the Deposits. However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee S-47 benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the Deposits if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets or Morgan Stanley Smith Barney or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of Deposits by the account, plan or annuity. The amount of deposit insurance to which Plans will be entitled and whether Deposits held by a Plan will be considered separately or aggregated with Deposits of Citibank, N.A. held in other Plans in determining the amount of deposit insurance such Plans are entitled to will vary depending on the type of Plan. See "Deposit Insurance - Retirement Plans and Accounts" and "ERISA Matters" in the accompanying Disclosure Statement for further information. Fees and Hedging Under the arrangements established by Citigroup Global Markets and Citibank, Citigroup Global Markets will act as agent of Citibank for placing Deposits through brokers. Citibank has agreed to pay Citigroup Global Markets and other brokers a placement fee of up to 3.50% of the principal amount of each Deposit (up to $35.00 per $1,000.00 principal amount deposited). The placement fee for Deposits sold by financial advisors employed by Citigroup Global Markets and Morgan Stanley Smith Barney LLC, an affiliate of Citigroup Global Markets, will be 3.50% of the principal amount of each Deposit ($35.00 per $1,000.00 principal amount deposited). The placement fee for other distributors may vary. Prior to this offering, there has been no public market for the Deposits. There can be no assurance that the prices at which the Deposits will sell in the secondary market, if any, after this offering will not be lower than the price at which they are placed by Citigroup Global Markets or other brokers or that an active secondary market in the Deposits will develop and continue after this offering. In anticipation of the sale of the Deposits, Citigroup Global Markets and other Citibank affiliates expect to enter into one or more swaps or other derivatives transactions. You should refer to the sections "Risk Factors Relating to the Deposits - The Value of the Deposits May Be Affected by Certain Purchases and Sales by Affiliates of Citibank" and "- Hedging Activity Could Result in a Conflict of Interest" in the accompanying Disclosure Statement. Additional Considerations The transactions described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities law, and are not required to be so registered. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Deposits or determined that this Disclosure Supplement is truthful or complete. Any representation to the contrary is a criminal offense. The terms "Underlying Index Business Day" and "Market Disruption Event" in the accompanying Disclosure Statement, as defined when the Underlying Benchmark is an index or a basket that includes an index, will apply to each of the Basket Commodity Indices. The sections "Provisions Relating to the Underlying Benchmark - Discontinuance of an Underlying Index" and " - Alteration of Method of Calculation of an Underlying Index" in the accompanying Disclosure Statement will apply to each of the Basket Commodity Indices. If the Closing Value of any of the Basket Commodity Indices is not available on any date of determination or there is a Market Disruption Event, the Calculation Agent may determine the relevant index Closing Value in accordance with the procedures applicable to an Underlying Benchmark that is an index set forth in "Provisions Relating to the Underlying Benchmark" in the accompanying Disclosure Statement. The term "Market Disruption Event" in the accompanying Disclosure Statement, as defined when the Underlying benchmark is a commodity or a basket that includes a commodity, will apply to each of the Basket Commodities. If the Closing Price of any of the Basket Commodities is not available on any date of determination or there is Market Disruption Event, the Calculation Agent may determine the relevant commodity Closing Price in accordance with S-48 the procedures applicable to an Underlying Benchmark that is a commodity set forth in "Provisions Relating to the Underlying Benchmark" in the accompanying Disclosure Statement. An "Underlying Commodity Business Day" means (i) with respect to Corn and Soybeans, any day the CBOT is open for trading, (ii) with respect to Silver, any day on which the LBMA is open for trading, (iii) with respect to Platinum, any day the LPPM is open for trading, (iv) with respect to Copper, Nickel and Zinc, any day the LME is open for trading and (v) with respect to Sugar, any day the ICE US is open for trading. Upon the occurrence of a Market Disruption Event with respect to any Basket Component, the determination of the Closing Value or Closing Price for such Basket Component may be deferred by the Calculation Agent for up to five consecutive Underlying Index Business Days or Underlying Commodity Business Days, as applicable, on which a Market Disruption Event is occurring, but not past the Underlying Index Business Day or Underlying Commodity Business Day, as applicable, immediately prior the applicable Contingent Interest Payment Date. Notwithstanding a postponement of determination with respect to a Basket Component subject to a Market Disruption Event, an originally scheduled date of determination will not be postponed for any Basket Component not subject to a Market Disruption Event. An "Underlying Basket Business Day" means a day that is an Underlying Index Business Day or Underlying Commodity Business Day, as applicable, with respect to each of the Basket Components. If the scheduled Contingent Interest Valuation Date is not an Underlying Basket Business Day, the Contingent Interest Valuation Date may be deferred by the Calculation Agent but not past the Underlying Basket Business Day immediately prior the applicable Contingent Interest Payment Date. S-49 DISCLOSURE STATEMENT Citibank, N.A. PRINCIPAL-PROTECTED MARKET-LINKED CERTIFICATES OF DEPOSIT PROGRAM General Terms of Deposits The following terms will generally apply to the Principal-Protected Market-Linked Certificates of Deposit (the "Deposits") that we, Citibank, N.A. ("Citibank"), will accept from time to time using this disclosure statement. We will include information on the specific terms of each offering of Deposits in a Disclosure Supplement to this disclosure statement that we will deliver to prospective depositors. You should read this disclosure statement and the accompanying Disclosure Supplement carefully before you invest. If the terms described in the applicable Disclosure Supplement are inconsistent with the terns specified in this disclosure statement, you should rely on the terms specified in the Disclosure Supplement. The final terms set forth in a final Disclosure Supplement will supersede the preliminary terms set forth in the related preliminary Disclosure Supplement. The Deposits will be made available through Citigroup Global Markets Inc. and other agents or brokers, as indicated in the accompanying Disclosure Supplement. Principal Protection: At maturity, you will receive a payment equal to at least the principal amount of your Deposits. Additional Payment at Maturity: A deposit return amount, if any, payable at maturity will be linked to one of the following: (i) shares of a company; (ii) shares of an Exchange Traded Fund ("ETF"); (iii) American Depositary Receipts ("ADRs") representing shares of a company; (iv) commodities; (v) currencies; (vi) any other financial, economic or other measure or instrument, including interest rates; (vii) an index comprising any combination of one or more of (i) through (vi) above, including an equity index, commodity index or currency index; or (viii) a basket comprising any combination of one or more of (i) through (vii) above. We refer to each of (i) through (viii) above as an "Underlying Benchmark". Periodic Interest, if any: Fixed, variable, floating or indexed rates. Any variable, floating or indexed rate may be adjusted by adding or subtracting a specific spread or margin or by applying a spread factor. Any indexed rate may be linked to an Underlying Benchmark. Call Feature, if any: The Deposits may be callable by Citibank in its discretion or may be subject to a mandatory call. Other Terms: You should review "Description of the Deposits" below and the accompanying Disclosure Supplement for specific features that apply to your Deposits. Investing in the Deposits involves a number of risks. Consider carefully the information under "Risk Factors Relating to the Deposits" beginning on page 9 of this disclosure statement and "Risk Factors," or equivalent section, of the Disclosure Supplement applicable to a particular offering of Deposits. The Deposits will be obligations of Citibank only and not obligations of your broker, Citigroup Global Markets Inc. or Citigroup Inc. The principal amount of and accrued interest on any deposit is insured by the Federal Deposit Insurance Corporation (the "FDIC") within the limits and to the extent described in this disclosure statement - generally, up to $250,000 per depositor in each insurable capacity (e.g., individual, joint account, etc.) with Citibank, N.A., and up to 5250,000 per participant in the case of certain self-directed retirement accounts deposited with Citibank. N.A. These FDIC insurance limits are effective as of the date of this disclosure statement and are subject to change. The Deposits will be insured up to applicable FDIC insurance limits effective from time to time. A depositor purchasing a principal amount of Deposits that is in excess of $250,000 or which, together with other deposits it maintains at Citibank in the same insurable capacity, is in excess of such limits should not rely on the availability of deposit insurance with respect to such excess. In addition, periodic interest not yet accrued and/or the deposit return amount (as defined herein) payable at maturity, if any, may not be insured by the FDIC. Moreover, any secondary market premium paid by a depositor above the principal amount of the Deposits will not be insured by the FDIC. August 25, 2010 TABLE OF CONTENTS WHERE YOU CAN FIND MORE INFORMATION ............................................ 4 CITIBANK, N.A . ........................................................................ 5 DESCRIPTION OF THE DEPOSITS ........................................................ 6 RISK FACTORS RELATING TO THE DEPOSITS ............................................. 9 PROVISIONS RELATING TO THE UNDERLYING BENCHMARK .............................. 20 EVIDENCE OF THE DEPOSITS ........................................................... 25 DEPOSIT INSURANCE ................................................................... 26 SECONDARY MARKET .................................................................. 31 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS .................................. 32 ERISA MATTERS ....................................................................... 36 WHERE YOU CAN FIND MORE INFORMATION This disclosure statement incorporates by reference the reports and other information that we have filed previously, or may file in the future, with the Comptroller of the Currency (the "Comptroller"). This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this disclosure statement, and information that we file later with the Comptroller will automatically update information in this disclosure statement. In all cases, you should rely on the later information over different information included in this disclosure statement or the Disclosure Supplement. Citibank submits quarterly to the Comptroller certain reports called "Consolidated Reports of Condition and Income for a Bank With Domestic and Foreign Offices" ("Call Reports"). The Call Reports are on file with and publicly available at the Comptroller's offices at 250 E Street, S.W., Washington, D.C. 20219 and are also available on the web site of the FDIC (http://www.fdic.gov). Each Call Report consists of a Balance Sheet, Income Statement, Changes in Equity Capital and other supporting schedules at the end of and for the period to which the report relates. The Call Reports are prepared in accordance with regulatory instructions issued by the Federal Financial Institutions Examination Council. While the Call Reports are supervisory and regulatory documents, not primarily accounting documents, and do not provide a complete range of financial disclosure about Citibank, the reports nevertheless provide important information concerning the financial condition and results of operations of Citibank. Citibank's Call Report as of the close of business on June 30, 2010 is incorporated herein by reference. Any subsequent Call Reports filed by Citibank with the Comptroller until the later of (1) the completion of the offering of Deposits described in this disclosure statement and (2) the date the broker-dealer affiliates of Citibank stop offering Deposits pursuant to this disclosure statement are also incorporated herein by reference. You may request a copy of any of these filings, at no cost, by writing or telephoning Citigroup Inc., the parent holding company of Citibank, at the following address: Corporate Regulatory Reporting c/o Peter Bieszard 909 3rd Ave. New York, NY 10022 212-559-4118 CITIBANK, N.A. Citibank, N.A. was originally organized on June 16, 1812, and now is a national banking association organized under the National Bank Act of 1864. Citibank is an indirect wholly-owned subsidiary of Citigroup Inc., a Delaware holding company. Citibank is a commercial bank that, along with its subsidiaries and affiliates, offers a wide range of banking and trust services to its customers throughout the United States and the world. As a national bank, Citibank is a regulated entity permitted to engage only in banking and activities incidental to banking. Citibank's earnings may be affected by certain monetary policies of the Board of Governors of the Federal Reserve System. Citibank is primarily regulated by the Office of the Comptroller of the Currency (the "Comptroller"), which also examines its loan portfolios and reviews the sufficiency of its allowance for credit losses. Citibank's Deposits at its U.S. branches are insured by the Federal Deposit Insurance Corporation (the "FDIC") and are subject to FDIC insurance assessments. Citibank may, under certain circumstances, be obligated for the liabilities of its affiliates that are FDIC-insured depository institutions. As of the date of this disclosure statement, Citibank's FDIC-insured depository affiliates include: Citibank (South Dakota), National Association; Citicorp Trust Bank, fsb; Department Stores National Bank; and Citibank (Banamex USA). Under U.S. law, Deposits in U.S. offices and certain claims for administrative expenses and employee compensation against a U.S. insured depository institution which has failed will be afforded a priority over other general unsecured claims, including Deposits in non-U.S. offices and claims under non-depository contracts in all offices, against such an institution in the "liquidation or other resolution" of such an institution by any receiver. Such priority creditors (including the FDIC, as the subrogee of insured depositors) of such FDIC- insured depository institution will be entitled to priority over unsecured creditors in the event of a "liquidation or other resolution" of such institution. The principal place of business of Citibank is 399 Park Avenue, New York, NY 10043, and its telephone number is (212) 559-1000. 5 DESCRIPTION OF THE, DEPOSITS The following briefly summarizes the general terms of the Principal-Protected Market-Linked Certificates of Deposit (the "Deposits") being offered by this Disclosure Statement. The Disclosure Supplement for each offering of Deposits will contain the specific infonnation and terms for those Deposits. If any information in the Disclosure Supplement is inconsistent with this Disclosure Statement, you should rely on the information in the Disclosure Supplement. The Disclosure Supplement may also add, update or change information contained in this Disclosure Statement. It is important for you to consider the infonnation contained in this Disclosure Statement and the applicable Disclosure Supplement in making your investment decision. Prospective purchasers of Deposits should be aware of special United States federal income tax considerations applicable to instruments such as the Deposits. These tax considerations are described below in "Certain U.S. Federal Income Tax Consequences" and in the Disclosure Supplement relating to each offering of Deposits. The summary of United States federal income tax considerations contained herein and in the Disclosure Supplement are presented for informational purposes only, however, and not to be intended as legal or tax advice to prospective depositors. You are urged to consult your tax advisors before investing in any Deposits. General Each Deposit you hold will have a maturity of at least seven calendar days and will entitle you to receive from Citibank at maturity a payment equal to at least the principal amount of your Deposits. The Deposits will mature on the date indicated in the applicable Disclosure Supplement. Unless otherwise specified in the applicable Disclosure Supplement, Deposits will not be automatically renewed or rolled over and interest on the Deposits, if any, will not continue to accrue, or, in the case of zero coupon Deposits, accrete, after maturity. A Deposit Return Amount payable at maturity, if any, or the periodic interest payment, if any, will be determined by referring to a formula or methodology calculated on the basis of prices, values, rates, levels or other specified objective measures in respect of one of the following: (i) shares of a company; (ii) shares of an Exchange Traded Fund (`ETF"); (iii) American Depositary Receipts ("ADRs") representing shares of a company, (iv) commodities; (v) currencies; (vi) any other financial, economic or other measure or instrument, including interest rates; (vii) an index comprising any combination of one or more of (i) through (vi) above, including an equity index, commodity index or currency index; or (viii) a basket comprising any combination of one or more of (i) through (vii) above. We refer to each of (i) through (viii) above as an "Underlying Benchmark", provided that, depending on the specific Underlying Benchmark and for purposes of the accompanying Disclosure Supplement, the term Underlying Benchmark used in this Disclosure Statement may mean the "Underlying Equity", the "Underlying Commodity", the "Underlying Currency", the "Underlying Index", the "Underlying Basket", or any other applicable term as defined in such Disclosure Supplement. We refer to the applicable issuing company or ETF as the Underlying Issuer. We refer to the publisher of the applicable index, commodity, or currency as the Index Publisher, the Commodity Publisher or the Currency Publisher, respectively. The Disclosure Supplement for a particular offering of Deposits will describe the formula or methodology to be applied to the relevant Underlying Benchmark to determine the Deposit Return Amount or periodic interest payment. The Pricing Date means the date on which the particular offering of Deposits are priced for initial sale to the public, as specified in the applicable Disclosure Supplement. The final Valuation Date or periodic Valuation Dates will be specified in the applicable Disclosure Supplement. Deposits will be available with a variety of terms and features. The applicable Disclosure Supplement relating to any offering of Deposits will describe the following: the Maturity Date of the Deposits; the measure or measures by which the Deposit Return Amount, if any, will be determined; certain information regarding the Underlying Benchmark; the periodic interest rate and the method of computing the periodic interest rate, if applicable; the date or dates from which any interest will accrue, or how such dates will be determined, and the interest payment date or dates and any related record dates, if applicable; the currency or currencies in which the Deposits are denominated, and in which payments or distributions on the Deposits will be made; the amount of cash due, or the means by which the amount of cash due may be calculated, upon early redemption or withdrawal, if applicable, of the Deposits; the method by which the Deposits may be redeemed or withdrawn before maturity, if applicable; the terms under which the Deposits may be called by Citibank before maturity, if applicable; the terms of the mandatory call, if applicable; the time or times at which amounts will be payable or distributable in respect of the Deposits following an early redemption or withdrawal or call, if applicable; the method by which the Maturity Date of the Deposits may be extended by Citibank, if applicable; a discussion of certain United States federal tax considerations; and any other terms of such Deposits. Fixed, Variable, Floating or Indexed Interest The Deposits may bear interest at a fixed rate, variable rate, floating rate, or indexed rate. Any variable rate, floating rate or indexed rate may be adjusted by adding or subtracting a specific spread or margin or by applying a spread factor. Any indexed rate may be linked to an Underlying Benchmark, as described above. In each case, interest, if any, will be computed as specified in the applicable Disclosure Supplement. Unless otherwise specified in the applicable Disclosure Supplement, interest on the Deposits will not be compounded. Zero-Coupon Deposits Unless otherwise specified in the applicable Disclosure Supplement, any Deposits that are designated zero- coupon Deposits will not bear periodic interest but will be issued at a discount from the face or par amount. Interest on a zero-coupon Deposit will "accrete" at an established rate, and you will receive the par amount of such Deposit at maturity. Additional Deposits After an initial deposit in the Deposits is made, no additional Deposits are permitted. When you purchase a Deposit, you agree with us to keep your funds on deposit for the complete term of the Deposit. Accordingly, unless otherwise provided in the applicable Disclosure Supplement, no early redemptions or withdrawals of Deposits will be available under any circumstances, including the death or adjudication of incompetence of any depositor. Periodic Early Redemptions or Limited Early Withdrawals If the applicable Disclosure Supplement provides for periodic early redemptions or limited early withdrawals, including upon the death or adjudication of incompetence of any depositor, such Disclosure Supplement will set forth the procedure to be followed to early redeem your Deposits and the method for calculating the early redemption amount. Upon early redemption or withdrawal of a Deposit, the amount you receive may be less, and possibly significantly less, than the principal amount of your Deposit. The amount you receive upon early redemption of the Deposits for each Deposit will equal the sum of a) the Market Value of the Deposits on the relevant minus b) the applicable Early Redemption Fee. The Market Value will equal the market value of Deposit on the redemption date, as determined in the sole discretion of the Calculation Agent. The Market Value will depend on a number of different factors, some of which are interrelated in complex ways. Such factors include: (i) the level of the Underlying Benchmark; (ii) the implied volatility of the Underlying Benchmark; (iii) hedging activities related to the Deposits by one or more of our affiliates; (v) the U.S. interest rates; and (vi) the period of time between the relevant early redemption date and the Maturity Date. The Early Redemption Fee will decrease over the term of the Deposits and the various amounts of Early Redemption Fee will be specified in the applicable Disclosure Supplement. The amount you receive upon early redemption may be significantly less than the principal amount of your Deposits. Only Deposits held to maturity will be entitled to a return of 100% of the principal amount of the Deposit at maturity, subject to the early withdrawal rules in the event of death or incompetence. In the event we were to fail between an early redemption date (as defined and specified in the applicable Disclosure Supplement) and the time you receive the early redemption amount (as defined and specified in the applicable Disclosure Supplement), the amount of the early redemption amount in excess of the principal amount of the Deposits, if any, will not be FDIC insured. Early withdrawals in whole, but not in part, will be permitted for 100% of the principal amount of the Deposits only in the event of the death of the beneficial owner of a Deposit or the adjudication of incompetence of any such beneficial owner by a court or other administrative body of competent jurisdiction. Such beneficial owner must have beneficially owned the Deposits being submitted for early withdrawal (a) at the time of his or her death or adjudication of incompetence and (b) since the initial deposit date of the Deposits. Please refer to the Disclosure Supplement applicable to a particular offering of Deposits for additional information regarding periodic early redemptions and limited early withdrawals. Early Call at the Option of Citibank and Mandatory Call If the applicable Disclosure Supplement provides for early call of the Deposits at our option or for mandatory call, such Disclosure Supplement will set forth the dates on which the Deposits may be called, the terms of the mandatory call, if applicable, the details of the notice of call that we will provide to you and the method for calculating the call price you will be entitled to receive. If the Deposits are paid off prior to maturity as a result of a call by Citibank your return could be less than the yield that the Deposits would have earned had they been held to maturity. If the Deposits are called prior to maturity as result of the mandatory call, you will receive only the applicable call price, plus accrued and unpaid interest, if any, and you will not receive any Deposit Return Amount. In the event we were to fail between the time notice of call is given and the time you receive the call price (each, as described in the applicable Disclosure Supplement), the amount of the call price in excess of the principal amount of the Deposit, if any, will not be FDIC insured. Extendable Maturity at the Option of Citibank If the applicable Disclosure Supplement provides for the extendibility of the Maturity Date of the Deposits at our option, such Disclosure Supplement will set forth the exact dates on which the maturity of the Deposits may be extended and will describe the substance of the notice of extension that we will provide to you. Transferability You may transfer your Deposit, provided you follow the procedure required by your broker in order to ensure such transfer is reflected in your broker's records. The transfer of a Deposit will not be subject to any Early Redemption Fee, but you maybe required to pay an amount equal to any taxes or government charges payable in connection with such transfer. RISK FACTORS RELATING TO THE DEPOSITS The purchase of the Deposits involves a number of significant risks. While some of the risk considerations are summarized below, please review the information under "Risk Factors," or equivalent section, of the applicable Disclosure Supplement for specific risks with respect to a particular offering of Deposits. The Return on Your Deposits May Be Zero The Deposits may not bear interest. Periodic interest payments, if any, may vary based upon the performance of the Underlying Benchmark and may be zero. Any deposit return amount payable at maturity will vary based upon the performance of the Underlying Benchmark and may be zero. Because of the possibility of a zero return or zero interest, the Deposits may provide less opportunity for return than an investment that would permit you to participate fully in the performance of the Underlying Benchmark (if the Underlying Benchmark is shares of a company, ETF shares, ADRs, commodities or currencies), or in the stocks, currencies or commodities comprised in the Underlying Benchmark (if the Underlying Benchmark is an ETF, an index or a basket). No Principal Protection Unless You Hold the Deposits to Maturity or Call by us Except in particular circumstances entitling you to early withdrawal without penalty, you will be entitled to receive at least the full principal amount of your Deposits only if you hold the Deposits to maturity or call by us, if applicable. The value of the Deposits in the secondary market, if any, may fluctuate. Therefore, you may receive substantially less than your initial investment if you sell your Deposits in the secondary market, if any, prior to maturity. The Yield on the Deposits May Be Lower Than the Yield on a Standard Certificate of Deposit of Comparable Maturity The terms of the Deposits differ from those of conventional certificates of deposit in that the Deposits may not bear interest or interest payments may vary based upon the performance of the Underlying Benchmark and may be zero. As a result, the effective yield on the Deposits may be less than that which would be payable on a standard Citibank certificate of deposit of comparable maturity bearing a fixed interest rate or variable interest rate. Even if you receive a deposit return amount at maturity such return may not compensate you for the loss in value due to inflation and other factors relating to the value of money over time. You Will Not Receive Any Periodic Payments on the Deposits Unless Specified You will not receive any periodic payments of interest on the Deposits unless specified otherwise in the applicable Disclosure Supplement and according to the terms specified therein. FDIC Insurance Will Not Cover the Deposit Return Amount, if any, Until the Relevant Valuation Date or Determination Date Because the deposit return amount, if any, is calculated using the level of the Underlying Benchmark on the final Valuation Date, the deposit return amount payable to a holder of the Deposit will not be fixed until the final Valuation Date, as specified in the applicable Disclosure Supplement. Similarly, the periodic interest, if any, will not accrue to a holder of the Deposit until the periodic interest Valuation Date or determination date, as specified in the applicable Disclosure Supplement. Accordingly, any potential deposit return amount or periodic interest will not be eligible for federal deposit insurance prior to the relevant Valuation Date or determination date. Any amounts not covered by federal deposit insurance are fully subject to the credit risk of Citibank. Any Deposit Amounts in Excess of the Applicable Maximum Insured Amount are Subject to Citibank's Credit Risk You are responsible for monitoring the total amount of deposits, including Deposits, you hold in the same insurable capacity with Citibank. Any amounts in excess of the maximum amount insured by the FDIC, as "uninsured Deposits," -generally, more than $250,000 for each insurable capacity - will be subject to the credit risk of Citibank. These FDIC insurance limits are effective as of the date of this disclosure statement and could change during the term of the Deposits. The Deposits will be insured up to applicable FDIC insurance limits effective from time to time. Except to the extent insured by the FDIC, the Deposits are not otherwise insured by any governmental agency or instrumentality or any other person. Your Deposits May Be Affected by the Insolvency of Citibank In the event that Citibank approaches insolvency or becomes insolvent, Citibank may be placed in regulatory conservatorship or receivership with the FDIC, typically appointed the conservator or receiver. The FDIC may thereafter pay off the Deposits prior to maturity or transfer the Deposits to another depository institution. If the Deposits are transferred to another institution, you may be offered a choice of retaining the Deposits at a lower interest rate or having the Deposits paid off. See the section "Deposit Insurance" below for additional information. You May Face Reinvestment Risk if Your Deposits Are Paid Off Prior to Maturity If your Deposits are paid off prior to maturity as a result of Citibank's insolvency, exercise by Citibank of any right to call the deposit, if applicable, mandatory call of the Deposits, if applicable, or a voluntary early withdrawal, if applicable, you may be unable to reinvest your funds at the same rate as your original deposit. Citibank is not responsible to you for any losses you may incur as a result of a lower interest rate on an investment replacing your deposit. Variable-Rate, Floating-Rate and Indexed-Rate Deposits May Pay Less than .Fixed-Rate Deposits of the Comparable Maturity Deposits earning interest at a variable, floating or indexed interest rate present different investment considerations from those with fixed rates. Depending on the terms of the variable-rate, floating-rate or indexed- rate deposit and the interest rate environment generally, the return on a deposit with a variable, floating or indexed interest rate may pay substantially less interest than a conventional fixed-rate deposit of the same maturity. Furthermore, if the deposit is subject to a call by us and we call the deposit, or if the deposit is subject to a mandatory call, you may not receive the benefits of any anticipated increase in rates paid on a variable, floating or indexed interest rate deposit. Similarly, you may be required to hold the deposit at a lower rate than prevailing market interest rates if the deposit does not provide for redemption prior to maturity. Deposits that are Callable by Citibank in Its Discretion Involve Additional Risks and May Not Be Suitable For Every Investor Callable Deposits present different investment considerations from non-callable Deposits and may not be suitable for every investor. You should carefully consider the information provided in the applicable Disclosure Supplement, including the time periods when Citibank may call the deposit. The decision whether to call a deposit before maturity in accordance with its terms is in Citibank's sole discretion. Citibank is not obligated to 10 call the Deposits, and will call them, if at all, when it is most advantageous to Citibank to do so, without reference to your investment needs. Depending on the terms of the Deposits, you may face the risk that: the deposit may be paid off prior to maturity as a result of a call by Citibank and your return would be less than the yield which the deposit would have earned had it been held to maturity; if the deposit is called by Citibank, you may not be able to reinvest your funds at the same rate as your original deposit; or the deposit may not be called and you may be required to hold the deposit until maturity, causing your return to be less than if Citibank had called the deposit and you were able to reinvest your funds in an investment with a higher yield than the yield on the deposit. The Deposits May Be Subject to a Mandatory Call that Limits the Potential Return Callable Deposits present different investment considerations from non-callable Deposits and may not be suitable for every investor. You should carefully consider the information provided in the applicable Disclosure Supplement, including the terms of the mandatory call, if applicable. The opportunity to benefit from changes in the level of the Underlying Benchmark through an investment in the Deposits may be limited by the mandatory call feature. If the Deposits are called prior to maturity as a result of the mandatory call, you will receive only the applicable call price, plus accrued and unpaid interest, if any, and you will not receive any deposit return amount. The call price may be less than or greater than the amount you would have received at maturity based on the Underlying Benchmark. Therefore, your return on the Deposits may be less than your return on an investment directly linked to the Underlying Benchmark and you may be not be able to fully benefit from the change in the level of the Underlying Benchmark. Extendable Maturity Deposits Involve Additional Risks and May Not Be Suitable For Every Investor Deposits that have a maturity date that may be extended at the option of Citibank present different investment considerations from Deposits with a non-extendible maturity date and may not be suitable for every investor. You should carefully consider the information provided in the applicable Disclosure Supplement, including the time periods for which Citibank may extend the maturity of the deposit. The decision whether to extend a deposit's maturity date beyond its stated maturity in accordance with its terns is in Citibank's sole discretion. Citibank is not obligated to honor the stated maturity of these Deposits, and will extend their term, if at all, when it is most advantageous to Citibank to do so, without reference to your investment needs. Depending on the terms of the Deposits, you may face the risk that the deposit may not mature on its stated maturity date but such maturity will be extended. In this case, you may be required to hold the deposit beyond the stated maturity date, causing your return to be less than if Citibank had allowed the deposit to mature on its stated maturity date and you were able to reinvest your funds in an investment with a higher yield than the yield on the deposit. You May Not Be Able to Sell Your Deposits if an Active Trading Market for the Deposits Does Not Develop The Deposits will not be listed on any exchange. There is currently no secondary market for the Deposits. Even if a secondary market does develop, it may not be liquid and may not continue for the term of the Deposits. Citigroup Global Markets may, but is not obligated to, make a market in the Deposits. Because we do not expect that other market makers will participate significantly in any secondary market for the Deposits, the price at which you may be able to sell your deposit is likely to depend on the price, if any, at which Citigroup Global Markets is willing to transact. If at any time Citigroup Global Markets does not act as market maker, it is likely there would be little or no secondary market for the Deposits. The Value of the Deposits if Sold or Redeemed Prior to Maturity Will Depend on a Number of Factors and May be Substantially Less Than the Amount You Originally Invest We believe that the value of your Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits will be affected by the supply of and demand for the Deposits, the level of the Underlying Benchmark, interest rates and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. The following paragraphs describe what we expect to be the impact of a change in a specific factor, assuming all other conditions remain constant, on the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits. Level of the Underlying Benchmark. We expect that the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits will depend substantially on the amount, if any, by which the level of the Underlying Benchmark changes from its value on the date on which the particular offering of Deposits are priced for initial sale to the public (the "Pricing Date"). However, changes in the level of the Underlying Benchmark may not always be reflected, in full or in part, in the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits. Prices, values or exchange rates of the Underlying Benchmark will be influenced by the complex and interrelated political, economic, financial and other factors that can affect the capital markets generally and by various circumstances that can influence the values of the Underlying Benchmark in a specific market segment. The hedging activities of Citibank's affiliates and other trading activities by Citibank's affiliates and other market participants can also affect the prices, values or exchange rates of the Underlying Benchmark. Volatility of the Underlying Benchmark. Volatility is the term used to describe the size and frequency of market fluctuations. If the expected volatility of the Underlying Benchmark changes during the term of the Deposits, the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits may decrease. Interest Kates. We expect that the market value of the Deposits will be affected by changes in U.S. interest rates. In general, if U.S. interest rates increase, the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits may decrease, and if U.S. interest rates decrease, the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits may increase. Hedging Activities. Hedging activities related to the Deposits by one or more of our affiliates will likely involve trading in the Underlying Benchmark (if the Underlying Benchmark is shares of a company, ETF shares, ADRs, commodities or currencies), or in the stocks, currencies or commodities comprised in the Underlying Benchmark (if the Underlying Benchmark is an ETF, an index or a basket), or in other instruments, such as options, swaps or futures, based upon the Underlying Benchmark or upon the stocks, commodities or currencies comprised in the Underlying Benchmark. This hedging activity could affect the level of the Underlying Benchmark and therefore the market value of the Deposits in any secondary market. It is possible that our affiliates may profit from this hedging activity, even if the market value of the Deposits declines. Profit or loss from this hedging activity could affect the price at which our affiliate Citigroup Global Markets may be willing to purchase your Deposits in any secondary market or the market value component of the amount received upon early redemption of the Deposits. Citibank's Financial Condition. Actual or anticipated changes in our financial condition may affect the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits. 12 We want you to understand that the impact of one of the factors specified above, such as an increase in the U.S. interest rates, may offset some or all of any change in the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits attributable to another factor, such as a favorable change in the level of the Underlying Benchmark. The Historical Performance of the Underlying Benchmark is Not an Indication of the Future Performance of the Underlying Benchmark The historical performance of the Underlying Benchmark, which is included in the applicable Disclosure Supplement, should not be taken as an indication of the future performance of the Underlying Benchmark during the term of the Deposits. Changes in the level of the Underlying Benchmark will affect the value of the Deposits in any secondary market and the market value component of the amount received upon early redemption, but it is impossible to predict whether the level of the Underlying Benchmark will fall or rise. You Will Have No Rights Against the Underlying Issuer, the Index Publisher, the Commodity Publisher, or the Currency Publisher You will have no rights as a holder of the Deposits against the Underlying Issuer, the Index Publisher, the Commodity Publisher or the Currency Publisher, even though the market value of the Deposits is expected to depend on the level of the Underlying Benchmark and the deposit return amount payable at maturity, if any, is linked to the Underlying Benchmark. None of the Underlying Issuer, the Index Publisher, the Commodity Publisher or the Currency Publisher will be involved in any way in the offering of the Deposits and will have no obligations relating to the Deposits or to holders of the Deposits. By investing in the Deposits you will not acquire any of the Underlying Benchmarks (if the Underlying Benchmark is shares of a company, ETF shares, ADRs, commodities or currencies), or any stocks, currencies or commodities comprised in the Underlying Benchmark (if the Underlying Benchmark is an ETF, an index or a basket). In addition, you will have no voting rights and will receive no dividends or other distributions made on the Underlying Benchmark (if the Underlying Benchmark is shares of a company, ETF shares or ADRs), or on the stocks comprised in the Underlying Benchmark (if the Underlying Benchmark is an ETF, an equity index or a basket). The Value of the Deposits May Be Affected by Certain Purchases and Sales by Affiliates of Citibank Citibank's affiliates, including Citigroup Global Markets, may from time to time buy or sell the Underlying Benchmark (if the Underlying Benchmark is shares of a company, ETF shares, ADRs, commodities or currencies), or stocks, currencies or commodities comprised in the Underlying Benchmark (if the Underlying Benchmark is an ETF, an index or a basket), or derivative instruments relating to the Underlying Benchmark or the stocks, commodities or currencies included in the Underlying Benchmark for their own accounts in connection with their normal business practices. These transactions could affect the level of the Underlying Benchmark and therefore the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits. Citibank is the Calculation Agent, Which Could Result in a Conflict of Interest Citibank is acting as the calculation agent for the Deposits. As a result, potential conflicts of interest may exist between the calculation agent and you, since its duties as calculation agent, including with respect to certain determinations and judgments that the calculation agent must make in determining amounts due to you may conflict with its interest as the offeror of the Deposits. While the calculation agent will act in good faith and in a commercially reasonable manner, there can be no assurance that the determinations made by the calculation 13 agent during the term of the Deposits will not affect the market value the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits. Hedging Activity Could Result in a Conflict of Interest In anticipation of the sale of the Deposits, we expect one or more of our affiliates to enter into hedge transactions. This hedging activity will likely involve trading in the Underlying Benchmark (if the Underlying Benchmark is shares of a company, ETF shares, ADRs, commodities or currencies), or in the stocks, currencies or commodities comprised in the Underlying Benchmark (if the Underlying Benchmark is an ETF, an index or a basket), or in other instruments, such as options, swaps or futures based upon the Underlying Benchmark or the stocks, currencies or commodities comprised in the Underlying Benchmark. This hedging activity may present a conflict between your interest in the Deposits and the interests our affiliates have in executing, maintaining and adjusting their hedge transactions because it could affect the levl of the Underlying Benchmark and therefore the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits. It could also be adverse to your interest if it affects the price at which our affiliate Citigroup Global Markets may be willing to purchase your Deposits in any secondary market or the market value component of the amount received upon early redemption of the Deposits. Since hedging the obligations under the Deposits involves risk and may be influenced by a number of factors, it is possible that our affiliates may profit from the hedging activity, even if the market value of the Deposits declines. Additional Risk Factors if the Underlying Benchmark is Shares of a Company, ETF Shares, ADRs, an Equity Index or a Basket Events Involving the Underlying Benchmark Can Affect the Market Value of the Deposits General economic conditions and earnings results of the Underlying Issuer (if the Underlying Benchmark is shares of a company, ETF shares or ADRs) or of the companies whose stocks are comprised in the Underlying Benchmark (if the Underlying Benchmark is an ETF, an equity index or a basket), and real or anticipated changes in those conditions or results, may affect the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits. In addition, if the dividend yields on the Underlying Benchmark or on the stocks included in the Underlying Benchmark those stocks increase, we expect that the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits may decrease because the deposit return amount does not incorporate the value of dividend payments. Conversely, if dividend yields on the on the Underlying Benchmark or on the stocks included in the Underlying Benchmark decrease, we expect that the market value of the Deposits in any secondary market and the market value component of the amount received upon early redemption of the Deposits may increase. You Will Not Receive Any Distributions Made on The Underlying Benchmark You will not be entitled as a holder of the Deposits to receive dividend payments or other distributions, if any, made on the Underlying Benchmark (if the Underlying Benchmark is shares of a company, ETF shares or ADRs), or on the stocks comprised in the Underlying Benchmark (if the Underlying Benchmark is an ETF, an equity index or a basket). Foreign Equity Securities Involve Additional Risks which Can Affect the Value of the Deposits If the Underlying Benchmark (if the Underlying Benchmark is shares of a company, ETF shares or ADRs) or the stocks comprised in the Underlying Benchmark (if the Underlying Benchmark is an ETF, an equity index or a basket) are listed on one or more foreign stock exchanges, you should be aware that investments that are linked to the value of foreign equity securities involve certain risks, any of which can affect the value of these securities and therefore the value the Deposits. 14 The foreign securities markets may be more volatile than U.S. securities markets and may be affected by market developments in different ways than U.S. securities markets; cross-shareholdings in foreign companies on such markets may affect prices and volume of trading on those markets; there is generally less publicly available information about foreign companies than about those U.S. companies that are subject to the reporting requirements of the Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies. In addition, the exchanges on which the underlying stocks are traded may have adopted certain measures intended to limit short-term price fluctuations. These may include daily price floors and ceilings intended to prevent extreme fluctuations in individual stock prices. You should also be aware that certain of the exchanges on which the underlying stocks are traded might suspend the trading of individual stocks in certain limited and extraordinary circumstances. As a result, variations in the Underlying Benchmark may be limited by price limitations on, or suspensions of trading of, the stocks of the Underlying Issuer (if the Underlying Benchmark is shares of a company, ETF shares or ADRs) or the companies whose stocks are comprised in the Underlying Benchmark (if the Underlying Benchmark is an ETF, an equity index or a basket), which may, in turn, adversely affect the value of the Deposits or result in the occurrence of a Market Disruption Event. Prices of the underlying stocks are subject to political, economic, financial, exchange rate and social factors that apply in each issuer's country as well as in other constituent countries in which such issuer does business (or in which its principal trading partners do business). These factors (including the possibility that recent or future changes in a country's government, economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to such foreign companies or investments in foreign equity securities and the possibility of fluctuations in the rate of exchange between currencies) could negatively affect foreign securities markets. Stock and currency market volatility and market developments in one or more countries may cause volatility or a decline in another country. Moreover, the relevant economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency. The. Amount You Receive at Maturity May Be Reduced Under Some Circumstances if the Underlying Benchmark is Diluted Because this Amount Will Not Be Adjusted for All Events that Dilute the Underlying Benchmark If the Underlying Benchmark is shares of a company, ETF shares or ADRs, the level of the Underlying Benchmark may be subject to adjustment. for a number of events arising from stock splits and combinations, stock dividends, a number of other actions of the Underlying Issuer that modify its capital structure and a number of other transactions involving the Underlying Issuer, as well as for the liquidation, dissolution or winding up of the Underlying Issuer. You should refer to the dilution adjustments provisions in the Disclosure Supplement applicable to a particular offering of Deposits. The level of the Underlying Benchmark will not be adjusted for other events that may adversely affect the level of the Underlying Benchmark, such as offerings of common stock for cash or in connection with acquisitions. Because of the relationship of the deposit return amount that you receive at maturity, if any, to the level of the Underlying Benchmark, these other events may reduce the deposit return amount. We Obtained Information about the Underlying Benchmark from Publicly Available Sources We have derived all information about the Underlying Benchmark, the Underlying Issuer (if the Underlying Benchmark is shares of a company, ETF shares or ADRs) or the companies whose stocks are comprised in the Underlying Benchmark (if the Underlying Benchmark is an ETF, an equity index or a basket), from publicly available documents. We have not participated and will not participate in the preparation of any of those documents. Nor have we made or will we make any "due diligence" investigation or any inquiry with respect to the Underlying Benchmark, the Underlying Issuer or the companies whose stocks are comprised in the Underlying Benchmark in connection with the offering of the Deposits. We do not make any representation that any publicly available document or any other publicly available information about the Underlying Benchmark, the Underlying Issuer or the companies whose stocks are comprised in the Underlying Benchmark is accurate or complete. 15 Additional Risk Factors if the Underlying Benchmark is ADRs or an Index or Basket that includes ADRs The. Value of Underlying ADRs May Not Completely Track the Value of the Underlying Issuer's Ordinary Shares If the Underlying Benchmark is an ADR or a basket that includes ADRs, you should be aware that, although the trading characteristics and valuations of the underlying ADRs will usually mirror the characteristics and valuations of the ordinary shares represented by those ADRs, the value of the ADRs upon which a particular offering of Deposits is based may not completely track the value of the equity issuer's ordinary shares represented by those ADRs. Active trading volume and efficient pricing for the ordinary shares of the Underlying Issuer on the stock exchange(s) on which those ordinary shares principally trade will usually, but not necessarily, indicate similar characteristics in respect of the underlying ADRs. Because of the size of the offering of the Underlying Issuer's ordinary shares in ADR form outside the countries in which those ordinary shares principally trade and/or other factors that have limited or increased the float of certain ADRs, the liquidity of the underlying ADRs may be less than or greater than that of the ordinary shares represented by those ADRs. In addition, the terms and conditions of depositary facilities may result in less liquidity or lower market value of the underlying ADRs than for the ordinary shares. Since holders of ADRs may surrender the ADRs in order to take delivery of and trade the ordinary shares represented by those ADRs, a characteristic that allows investors in ADRs to take advantage of price differentials between different markets, a market for the underlying ordinary shares that is not liquid will generally result in an illiquid market for the ADRs representing such ordinary shares. The price of ADRs upon which a particular offering of Deposits is based will be quoted in U.S. dollars. Thus, the trading price of the Underlying Benchmark at any time after the Pricing Date up to and including the final Valuation Date will be expressed in U.S. dollars, and the maturity payment on the Deposits will be made in U.S. dollars. However, you should be aware that a depreciation of the value of the currencies in which the ordinary shares of the Underlying Issuer are traded versus the U.S. dollar may reduce the trading price of the ADRs upon which a particular offering of Deposits is based (and thus the trading price of and the maturity payment on the Deposits). The Trading Price of Underlying ADRs Will be Affected by Conditions in the Markets Where those ADRs Principally Trade Although the market price of ADRs upon which a particular offering of Deposits is based is not directly tied to the trading price of the Underlying Issuer's ordinary shares in the non-U.S. markets where those ordinary shares principally trade, the trading price of ADRs is generally expected to track the U.S. dollar value of the currency of the country where the Underlying Issuer's ordinary shares principally trade and the trading price of the Underlying Issuer's ordinary shares on the stock exchange(s) where those ordinary shares principally trade. This means that the trading value of any ADRs upon which a particular offering of Deposits is based is expected to be affected by the exchange rates between the U.S. dollar and the currency of the country where the Underlying Issuer's ordinary shares principally trade and by factors affecting the stock exchange(s) where those ordinary shares principally trade. ADRs Linked to Non-U.S. Companies Will Be Affected by Conditions in the Markets Where Shares of those Non-U.S. Companies Principally Trade Investments in securities linked to the value of equity securities of non-U.S. companies involve certain risks. Where the Underlying Issuer's ordinary shares principally trade on a non-U.S. market, that market may be more volatile than U.S. markets. Also, there is generally less publicly available information about non-U.S. companies than U.S. companies, and non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. companies. In addition, securities prices of companies located in emerging markets, or whose principal operations are located in emerging markets, are subject to political, economic, financial and social factors that apply in 16 emerging markets, These factors, which could negatively affect the value of such securities, include the possibility of recent or future changes in local or national economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to such companies or to investments in equity securities of companies located, or whose principal operations are located, in emerging markets. Specifically, political and/or legal developments in emerging markets could include forced divestiture of assets; restrictions on production, imports and exports; war or other international conflicts; civil unrest and local security concerns that threaten the safe operation of company facilities; price controls; tax increases and other retroactive tax claims; expropriation of property; cancellation of contract rights; and environmental regulations. Moreover, the economy of emerging nations may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital investment, resources and self-sufficiency. Additional Risk Factors if the Underlying Benchmark is ETF Shares or an Index or Basket that includes ETF Shares The Value, of Underlying ETF Shares May Not Completely Track the Value of the Shares in Which the ETF Invests If the Underlying Benchmark is ETF shares or a basket that includes ETF shares, you should be aware that, although the trading characteristics and valuations of the ETF shares will usually mirror the characteristics and valuations of the shares in which that ETF invests, the value of the ETF shares may not completely track the value of the shares in which that ETF invests. The ETF shares will reflect transaction costs and fees that the shares in which the ETF invests do not have. Deposits the Underlying Benchmark of Which Is ETF Shares May Be Subject to Currency Exchange Rate Risk If the Underlying Benchmark is shares of an ETF that invests in non-U.S. markets or a basket that includes shares of an ETF that invests in non-U.S. markets, the trading price of the stocks in which the ETF invests generally will reflect the U.S. dollar value of those stocks. Therefore, holders of Deposits the Underlying Benchmark of which is the shares of an ETF that invests in non-U.S. markets or a basket that includes shares of an ETF that invests in non-U.S. markets will be exposed to currency exchange rate risk with respect to the currency in which such stocks trade. An investor's net exposure will depend on the extent to which the non-U.S, currency strengthens or weakens against the U.S. dollar and the relative weight of each stock in the ETF's portfolio. If, taking into account such weighting, the dollar strengthens against the non-U.S. currency, the value of the stocks in which an ETF invests will be adversely affected and the value of the Deposits or the amount you receive at maturity may decrease. ETF Shares Linked to Non- U.S. Companies and Deposits Based Upon such ETF Shares Will Be Affected by Conditions in the Markets Where Shares of those Non-U.S. Companies Principally Trade Investments in securities linked to the value of equity securities of non-U.S. companies involve certain risks. Where the shares of a company in which the Underlying Issuer invests principally trade on a non-U.S. market, that market may be more volatile than U.S. markets. Also, there is generally less publicly available information about non-U.S. companies than U.S. companies, and non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. companies. In addition, securities prices of companies located in emerging markets, or whose principal operations are located in emerging markets, are subject to political, economic, financial and social factors that apply in emerging markets. These factors, which could negatively affect the value of such securities, include the possibility of recent or future changes in local or national economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to such companies or to investments in equity securities of companies located, or whose principal operations are located, in emerging 17 markets. Specifically, political and/or legal developments in emerging markets could include forced divestiture of assets; restrictions on production, imports and exports; war or other international conflicts; civil unrest and local security concerns that threaten the safe operation of company facilities; price controls; tax increases and other retroactive tax claims; expropriation of property; cancellation of contract rights; and environmental regulations. Moreover, the economy of emerging nations may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital investment, resources and self-sufficiency. Additional Risk Factors if the Underlying Benchmark is a Currency or an Index or Basket that includes Currencies The Value of Any Currency May Be Highly Volatile and May be Affected by Complex Political and Economic Factors The value of any currency may be highly volatile and may be affected by complex political and economic factors. The value any currency relative to another currency, as measured by the relevant exchange rate, is at any moment a result of the supply and demand for the relevant currencies, and changes in the exchange rates result over time from the interaction of many factors directly or indirectly affecting economic and political conditions in the relevant countries, as well as economic and political developments in other countries. Of particular importance are the relative rates of inflation, interest rate levels, the balance of payments and the extent of governmental surpluses or deficits, all of which are in turn sensitive to the monetary, fiscal and trade policies pursued by countries which are important to international trade and finance. Foreign Exchange Rates Could be Affected by the Actions of the Relevant Sovereign Governments Foreign exchange rates can either be fixed by sovereign governments or floating. Exchange rates of many nations are permitted to fluctuate in value relative to other currencies. However, governments sometimes do not allow their currencies to float freely in response to economic forces. Governments use a variety of techniques, such as intervention by their central bank or imposition of regulatory controls or taxes, to affect the exchange rates of their respective currencies. They may also issue a new currency to replace an existing currency or alter the exchange rate or relative exchange characteristics by devaluation or revaluation of a currency. Thus, if the Underlying Benchmark is a currency or an index or basket that includes currencies, a special risk in purchasing the Deposits is that their liquidity, trading price on the secondary market, if any, and amounts payable could be affected by the actions of sovereign governments that could change or interfere with theretofore freely determined currency valuations, fluctuations in response to other market forces and the movement of currencies across borders. There will be no adjustment or change in the terms of the Deposits in the event that exchange rates should become fixed, or in the event of any devaluation or revaluation or imposition of exchange or other regulatory controls or taxes, or in the event of the issuance of a replacement currency or in the event of other developments affecting the basket currencies. Additional Risk Factors if the Underlying Benchmark is a Commodity or an Index or Basket that includes Commodities Prices of'Commodities May Be Highly Volatile Prices of commodities may be highly volatile and may be affected by numerous factors. These include economic factors, including, among other things, the structure of and confidence in the global monetary system, expectations of the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which the main commodities are generally quoted), interest rates and commodity borrowing and lending rates, and global or regional economic, financial, political, regulatory, judicial or other events, Commodities prices may also be affected by industry factors such as industrial and jewelry demand, lending, 18 sales and purchases of commodities by the official sector, including central banks and other governmental agencies and multilateral institutions which hold commodities, levels of commodities production and production costs, and short-term changes in supply and demand because of trading activities in the relevant commodity market. Higher Future Prices of the Futures Contracts Included in the Underlying Benchmark Relative to Their Current Prices May Decrease Your Return on the Deposits Unlike equities, which typically entitle the holder to a continuing stake in a corporation, commodity futures contracts normally specify a certain date for delivery of the underlying physical commodity. As the futures contracts included in the Underlying Benchmark approach expiration, they are replaced by futures contracts that have a later expiration. Thus, for example, a futures contract purchased and held in December may specify a February expiration. As time passes, the contract expiring in February is replaced by a contract for delivery in March. This process is referred to as "rolling." If the market for these contracts is (putting aside other considerations) in "backwardation," where the prices are lower in the distant delivery months than in the nearer delivery months, the sale of the February contract would take place at a price that is higher than the price of the March contract, thereby creating a positive "roll yield," without necessarily being indicative of the performance of the contracts. The absence of backwardation in the commodity markets could result in negative "roll yields," which could adversely affect the value of the underlying index and, accordingly, decrease your return on the Deposits. The. Deposits Will Not Be Regulated by the Commodity Futures Trading Commission Unlike an investment in the Deposits, an investment in a collective investment vehicle that invests in futures contracts on behalf of its participants may be regulated as a commodity pool and its operator may be required to be registered with and regulated by the CFTC as a commodity pool operator. Because the Deposits are not interests in a commodity pool, they will not be regulated by the CFTC as a commodity pool, we will not be registered with the CFTC as a commodity pool operator, and you will not benefit from the CFTC's or any non-U.S. regulatory authority's regulatory protections afforded to persons who trade in futures contracts or who invest in regulated commodity pools. Additional Risk Factors if the Underlying Benchmark is a Basket Baskets Comprising the Underlying Benchmark If the Underlying Benchmark is a basket, any of the risk factors which are applicable if the Underlying Benchmark is shares of a company, ADRs, ETF shares, commodities, currencies, or indices are also applicable with respect to any of the shares of a company, ADRs, ETF shares, commodities, currencies or indices that are included in a basket. The Use of a Basket Instead of a Single Underlying Benchmark May Lower the Return on the Deposits Because the value of a basket will be based on the weighted value of each of the basket components, a significant increase in the value of one basket component but not the other may be substantially or entirely offset by a decrease in the value of the other basket component during the term of the Deposits. Risks Associated to a Non-Diversified Investment Because the Deposits may be linked to changes in the values of a limited number of instruments, the underlying basket may be less diversified than funds or portfolios investing in broader markets and, therefore, could experience greater volatility. A purchase of such Deposits may carry risks similar to a concentrated investment in a limited number of industries or sectors. 19 PROVISIONS RELATING TO THE UNDERLYING BENCHMARK The Closing Value, Closing Price or Exchange Rate of the Underlying Benchmark, as applicable, on any date of determination, including the final Valuation Date or periodic Valuation Dates, will be as follows: (1) if the Underlying Benchmark is shares of a company, ETF shares, ADRs, or a basket that includes shares of a company, ETF shares or ADRs (or any other security for which a Closing Price must be determined upon a dilution adjustment), the Closing Price of the of the shares will be (a) if the security is listed on a national securities exchange on that date of determination, the closing sale price or, if no closing sale price is reported, the last reported sale price on that date on the principal national securities exchange on which the security is listed or admitted to trading, or (b) if the security is not listed on a national securities exchange on that date of determination, or if the closing sale price or last reported sale price on such exchange is not obtainable (even if the security is listed or admitted to trading on such exchange), any last reported bid price for the security of the principal trading session on the over-the-counter market on that date as reported on the OTC Bulletin Board, the National Quotation Bureau or a similar organization. If no closing sale price or last reported sale price is available on a date of determination pursuant to clauses (a) or (b) above or if there is a Market Disruption Event, the Closing Price of the shares for that date, unless deferred by the Calculation Agent as described below, will be the arithmetic mean, as determined by the Calculation Agent, of the bid prices of the security obtained from as many dealers in such security (which may include Citigroup Global Markets or any of our other affiliates or subsidiaries), but not exceeding three such dealers, as will make such bid prices available to the Calculation Agent. The term "OTC Bulletin Board" will include any successor to such service. The determination of the Closing Price of the shares by the Calculation Agent upon the occurrence of a Market Disruption Event may be deferred by the Calculation Agent for up to five consecutive Trading Days on which a Market Disruption Event is occurring, but not past the Trading Day immediately prior to the Maturity Date; or (2) if the Underlying Benchmark is an index or a basket that includes an index, the Closing Value of the index will be the Closing Value of the index as published by the Index Publisher (subject to the terms described under "- Discontinuance of an Underlying Index" and "- Alteration of Method of Calculation of an Underlying Index" below). If the Closing Value of the index is not available on a date of determination or if there is a Market Disruption Event, the Closing Value of the index for that date, unless deferred by the Calculation Agent as described below, will be the arithmetic mean, as determined by the Calculation Agent, of the value of the index obtained from as many dealers in equity securities, commodities, contracts or currencies, as applicable (which may include Citigroup Global Markets or any of our other affiliates), but not exceeding three such dealers, as will make such value available to the Calculation Agent. The determination of the Closing Value of the index by the Calculation Agent upon the occurrence of a Market Disruption Event may be deferred by the Calculation Agent for up to five consecutive Underlying Index Business Days on which a Market Disruption Event is occurring, but not past the Underlying Index Business Day immediately prior to the Maturity Date; or (3) if the Underlying Benchmark is a commodity or a basket that includes a commodity, the Closing Price of the commodity will be the Closing Price on that date as published by the Index Publisher. If the Closing Price of any relevant commodity is not available on a date of determination or if there is a Market Disruption Event, the Closing Price of such commodity for that date, unless deferred by the Calculation Agent as described below, will be the arithmetic mean, as determined by the Calculation Agent, of the price of the relevant commodity obtained from as many dealers in commodities, as applicable (which may include Citigroup Global Markets or any of our other affiliates), but not exceeding three such dealers, as will make such value available to the Calculation Agent. The determination of the Closing Price of the commodity by the Calculation Agent upon the occurrence of a Market Disruption Event may be deferred by the Calculation Agent for up to five consecutive Underlying Commodity Business Days on which a Market Disruption Event is occurring, but not past the Underlying Commodity Business Day immediately prior to the Maturity Date; or 20 (4) if the Underlying Benchmark is a currency or a basket that includes a currency, the currency Exchange Rate will be the Exchange Rate on that date as published by the Currency Publisher. If the Exchange Rate of any relevant currency is not available on a date of determination, the Exchange Rate of such currency for that date will be calculated on the basis of the arithmetic mean of the applicable spot quotations received by the Calculation Agent at the relevant time for the purchase or sale for Deposits in the relevant currency by the London offices of three leading banks engaged in the interbank market (selected by the Calculation Agent after consultation with Citigroup Funding) (the "reference banks"). If fewer than three reference banks provide those spot quotations, then the relevant currency Exchange Rate will be calculated on the basis of the arithmetic mean of the applicable spot quotations received by the Calculation Agent from two leading commercial banks in New York (selected by the Calculation Agent after consultation with Citigroup Funding), for the purchase or sale for Deposits in the relevant currency. If these spot quotations are available from only one bank, then the Calculation Agent, in its sole discretion, will determine if such quotation is reasonable. If no spot quotation is available, then the relevant currency Exchange Rate will be the rate the Calculation Agent, in its sole discretion, determines to be fair and reasonable under the circumstances; or (5) if the Underlying Benchmark is a basket, the Closing Value of the basket will equal the sum of the weighted Closing Value, Closing Price, or Exchange Rate, as applicable, of each of the ETF shares, indices, commodities and currencies that are comprised in the basket, as determined according to the above provisions, provided that the determination of the Closing Value of the basket by the Calculation Agent upon the occurrence of a Market Disruption Event relating to any of the basket components may be deferred by the Calculation Agent for up to five consecutive Underlying Basket Business Days on which a Market Disruption Event is occurring, but not past the Underlying Basket Business Day immediately prior to the Maturity Date. An Underlying Benchmark Business Day can be a Trading Day, an Underlying Index Business Day, an Underlying Commodity Business Day, an Underlying Currency Business Day or an Underlying Basket Business Day, as applicable, and will be as follows: (1) if the Underlying Benchmark is shares of a company, ETF shares, ADRs, or a basket that includes shares of a company, ETF shares or ADRs, a Trading Day will be a day, as determined by the Calculation Agent, on which trading is generally conducted (or was scheduled to have been generally conducted, but for the occurrence of a Market Disruption Event) on the New York Stock Exchange, the American Stock Exchange, NASDAQ, the Chicago Mercantile Exchange and the Chicago Board Options Exchange, and in the over-the-counter market for equity securities in the United States, or in the case of a security traded on one or more non-U.S. securities exchanges or markets, on the principal non-U.S. securities exchange or market for such security; or (2) if the Underlying Benchmark is an index or a basket that includes an index, a day, as determined by the Calculation Agent, an Underlying Index Business Day will be a day on which the underlying index or any successor index is calculated and published and on which stocks, commodities, currencies or derivative contracts relating to such stocks, commodities or currencies, as applicable, comprising more than 80% of the value of the underlying index on such day are capable of being traded on their relevant exchanges or markets during the one-half hour before the determination of the Closing Value of the underlying index. All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will be conclusive for all purposes and binding on us, Citigroup Inc. and the beneficial owners of the Deposits, absent manifest error; or (3) if the Underlying Benchmark is a commodity, a currency, or a basket that includes a commodity or a currency, the definition of Underlying Commodity Business Day or Underlying Currency Business Day in relation to any relevant commodity or currency will be set forth in the applicable supplements; or 21 (4) if the Underlying Benchmark is a basket, an Underlying Basket Business Day will be a day that is an Underlying Benchmark Business Day with respect to each of the shares of a company, ETF shares, ADRs, indices, commodities or currencies that are included in the basket, as determined according to the provisions above. If the scheduled final or periodic Valuation Date is not an Underlying Benchmark Business Day, the Valuation Date may be deferred by the Calculation Agent but not past the Underlying Benchmark Business Day immediately prior to the date scheduled for payment of principal or interest, including the Maturity Date. A "Business Day" means any day that is not a Saturday, a Sunday or a day on which the securities exchanges or banking institutions or trust companies in New York City are authorized or obligated by law or executive order to close. A "Market Disruption Event" means: (1) if the Underlying Benchmark is shares of a company, ADRs, commodities, currencies, or a basket that includes shares of a company, ADRs, commodities or currencies, as determined by the Calculation Agent in its sole discretion, the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by any exchange or market or otherwise) of, or the unavailability, through a recognized system of public dissemination of transaction information, for a period longer than two hours, or during the one-half hour period preceding the close of trading, on the applicable exchange or market, of accurate price, volume or related information in respect of (a) the Underlying Benchmark or (b) any options contracts or futures contracts relating to the Underlying Benchmark or any options on such futures contracts on any exchange or market, if, in each case, in the determination of the Calculation Agent, any such suspension, limitation or unavailability is material; or (2) if the Underlying Benchmark is ETF shares or a basket that includes ETF shares, as determined by the Calculation Agent in its sole discretion, the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by any relevant exchange or market or otherwise) of, or the unavailability, through a recognized system of public dissemination of transaction information, for a period longer than two hours, or during the one-half hour period preceding the close of trading, on the applicable exchange or market, of accurate price, volume or related information in respect of if the Underlying Benchmark is ETF shares, stocks which then comprise 20% or more of the value of the assets underlying the ETF; if, in each case, in the determination of the Calculation Agent, any such suspension, limitation or unavailability is material. For purposes of determining whether a Market Disruption Event exists at any time, if trading in a security included in the assets underlying the ETF is materially suspended or materially limited at that time, then the relevant percentage contribution of that security to the value of the assets underlying the ETF will be based on a comparison of the portion of the value of assets underlying the ETF attributable to that security relative to the overall value of the assets underlying the ETF, in each case immediately before that suspension or limitation; or (3) if the Underlying Benchmark is an index or a basket that includes an index, as determined by the Calculation Agent in its sole discretion, the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by any relevant exchange or market or otherwise) of, or the unavailability, through a recognized system of public dissemination of transaction information, for a period longer than two hours, or during the one-half hour period preceding the close of trading, on the applicable exchange or market, of accurate price, volume or related information in respect of (a) stocks, commodities, currencies or derivative contracts relating to such stocks, commodities or currencies, as applicable, which then comprise 20% or more of the value of the underlying index or any successor index, (b) any options contracts or futures contracts, or any options on such futures contracts relating to the underlying index or any successor index, or 22 (c) any options contracts or futures contracts relating to stocks, commodities, currencies, or derivative contracts relating to such stocks, commodities or currencies, as applicable, which then comprise 20%n or more of the value of the underlying index or any successor index on any exchange or market if, in each case, in the determination of the Calculation Agent, any such suspension, limitation or unavailability is material. For purposes of determining whether a Market Disruption Event exists at any time, if trading in a stock, commodity, currency, or derivative contract relating to such stock, commodity or currency, as applicable, included in the underlying index is materially suspended or materially limited at that time, then the relevant percentage contribution to the value of the underlying index will be based on a comparison of the portion of the value of the underlying index attributable to that stock, commodity, currency, or derivative contract relating to such stock, commodity or currency, as applicable, relative to the overall value of the underlying index, in each case immediately before that suspension or limitation; or (4) if the Underlying Benchmark is a basket, as determined by the Calculation Agent in its sole discretion, the occurrence or existence of a Market Disruption Event related to any shares of a company, ETF shares, ADRs, indices, commodities or currencies comprising the Basket, as determined according to the provisions above. Delisting or Suspension of Trading in the ETF Shares; Termination of the Index to which the ETF is Linked If the Underlying Benchmark is ETF shares or a Basket that includes ETF shares and the ETF shares are delisted from, or trading of the shares is suspended on, the relevant stock exchange and a major U.S. exchange or market lists or approves for trading successor or substitute securities that the Calculation Agent determines, in its sole discretion to be comparable to the ETF shares (any such securities, "Successor Shares"), the value of such Successor Shares will be substituted for all purposes, including but not limited to determining the Closing Price of the ETF shares. Upon any selection by the Calculation Agent of Successor Shares, the Calculation Agent will cause notice thereof to be furnished to the registered holders of the Deposits. If the ETF shares are delisted from, or trading of the ETF shares is suspended on, the relevant stock exchange and Successor Shares that the Calculation Agent detennines to be comparable to the ETF shares are not listed or approved for trading on a major U.S. exchange or market, a successor or substitute security will be selected by the Calculation Agent, in its sole discretion, and the value of such successor or substitute security, as determined by the Calculation Agent in its sole discretion, will be substituted for all purposes. Upon any selection by the Calculation Agent of successor or substitute securities, the Calculation Agent will cause notice thereof to be furnished to the registered holders of the Deposits. If the index to which the Underlying ETF is linked is liquidated or otherwise terminated (a "Termination Event"), the Closing Price of the ETF shares on each Trading Day from the date of the Termination Event up to and including the final Valuation Date will be determined by the Calculation Agent, in its sole discretion, and will be a fraction of the Closing Value of the index to which the ETF is linked (or any successor index, as defined below) on such Trading Day (taking into account any material changes in the method of calculating the index following such Termination Event) equal to that part of the Closing Value of the index represented by the Closing Price of the ETF shares on the Trading Day prior to the occurrence of such Termination Event on which a Closing Price of the ETF shares was available. The Calculation Agent will cause notice of the Termination Event and calculation of the Closing Price of the ETF shares as described above to be furnished to registered holders of the Deposits. If it Termination Event has occurred, the provisions under "Discontinuance of an Underlying Index" and "Alteration of Method of Calculation of an Underlying Index" below are applicable to the index to which the ETF is linked, provided that the Calculation Agent will determine the Closing Price of the ETF shares as described above. 23 Discontinuance of an Underlying Index If the Underlying Benchmark is an index or ETF shares linked to an index or a basket that includes an index and the Index Publisher discontinues publication of such underlying index or if it or another entity publishes a successor or substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the underlying index, then the value of the underlying index will be determined by reference to the value of that successor or substitute index, which we refer to as a"successor index." Upon any selection by the Calculation Agent of a successor index, the Calculation Agent will cause notice to be furnished to the registered holders of the Deposits. If the Index Publisher discontinues publication of the underlying index and a successor index is not selected by the Calculation Agent or is no longer published on the date of determination of the value of the underlying index, the value to be substituted for the underlying index for that date will be a value computed by the Calculation Agent for that date in accordance with the procedures last used to calculate the underlying index prior to such discontinuance. If the Index Publisher discontinues publication of the underlying index prior to the determination of the amount payable at maturity and the Calculation Agent detenmines that no successor index is available at that time, then on each Trading Day until the earlier to occur of (a) the determination of the amount payable at maturity and (b) a determination by the Calculation Agent that a successor index is available, the Calculation Agent will determine the value that is to be used in determining the value of the underlying index as described in the preceding paragraph. Notwithstanding these alternative arrangements, discontinuance of the publication of the underlying index may adversely affect the secondary market, if any, in the Deposits. If a successor index is selected or the Calculation Agent calculates a value as a substitute for the underlying index as described above, the successor index or value will be substituted for the underlying index for all purposes, including for purposes of determining whether a Trading Day or Market Disruption Event occurs. Notwithstanding these alternative arrangements, discontinuance of the publication of the underlying index may adversely affect the Deposits in the secondary market, if any, and the market value component of the amount received upon early redemption, if any. All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will be conclusive for all purposes and binding on us, your broker and the beneficial owners of the Deposits, absent manifest error. Alteration of Method of Calculation of an Underlying Index If the Underlying Benchmark is an index or ETF shares linked to an index or a basket that includes an index and at any time the method of calculating the underlying index or any successor index is changed in any material respect, or if the underlying index or any successor index is in any other way modified so that the value of the underlying index or the successor index does not, in the opinion of the Calculation Agent, fairly represent the value of that index had the changes or modifications not been made, then, from and after that time, the Calculation Agent will, at the close of business in New York, New York, make those adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a calculation of a value of an index comparable to the underlying index or the successor index as if the changes or modifications had not been made, and calculate the value of the index with reference to the underlying index or any successor index. Accordingly, if the method of calculating the underlying index or any successor index is modified so that the value of the underlying index or the successor index is a fraction or a multiple of what it would have been if it had not been modified, then the Calculation Agent will adjust that index in order to arrive at a value of the index as if it had not been modified. 24 EVIDENCE OF THE DEPOSITS The Deposits will be evidenced by one or more master certificates issued by us, each representing a number of individual Deposits. These master certificates will be held by or on behalf of The Depository Trust Company ("DTC"). No evidence of ownership, such as a passbook or a certificate, will be provided to you. Your broker keeps records of the ownership of each Deposit and will provide you with a written confirmation (the "Confirmation") of your purchase. The applicable Disclosure Supplement will set forth the specific information and terms for the relevant offering of Deposits, including the Maturity Date, how the Deposit Return Amount will be calculated, the amount and dates of payment of periodic interest, if any, and the manner in which such periodic interest will be calculated, early redemption feature or withdrawal feature, if any. The Confirmation will state the original principal amount of your Deposit, from which you can determine how much premium, if any, you paid for the Deposits. You should retain the Confirmation for your records. Because you will not be provided with a certificate evidencing your Deposit, the purchase of a Deposit is not recommended for persons who wish to take physical possession of a certificate. Payments on the Deposits will be remitted by us to DTC when due. Upon receipt in full of such amounts by DTC, we will be discharged from any further obligation with regard to such payments. Such payments will be credited through DTC's procedures to participant firms and thereafter will be remitted to your broker, so long as such broker acts as your nominee, authorized representative, agent or custodian, and credited to your account with such broker. Each Deposit constitutes a direct obligation of us and is not, either directly or indirectly, an obligation of any broker. You will have the ability to enforce your rights in a Deposit directly against Citibank. No deposit relationship shall be deemed to exist prior to the receipt and acceptance of your funds by us. If you choose to remove your broker as your agent with respect to your Deposit, you may (i) transfer your Deposit to another agent (provided that the agent is a member of DTC (most major brokerage firms are members; many FDIC-insured depositories are not)) or (ii) request that your ownership of the Deposit be evidenced directly on the books of Citibank, subject to applicable law and our terms and conditions, including those related to the manner of evidencing Deposit ownership. Neither transferring your Deposits to another agent nor evidencing it directly on Citibank's books will have any affect on the extent to which your Deposits are FDIC insured. 25 DEPOSIT INSURANCE The Deposits are protected by federal deposit insurance provided by the Deposit Insurance Fund, which is administered by the FDIC and backed by the full faith and credit of the U.S. Government, generally up to the Standard Maximum Deposit Insurance Amount ("SMDIA"). The SMDIA shall be a maximum amount of $250,W0 for all Deposits held in the same insurable capacity (e.g., individual, joint account, etc.). In addition, federal deposit insurance is available up to a maximum amount of $250,000 for self-directed retirement accounts (as described below). Any other deposit accounts or Deposits a holder maintains directly or indirectly with Citibank in the same insurable capacity as such holder maintains its Deposits would be aggregated with such Deposits for purposes of the applicable limit. These FDIC insurance limits are effective as of the date of this Disclosure Statement and could change. The Deposits will be insured up to applicable FDIC insurance limits effective from time to time. FDIC insurance coverage includes both principal and interest accrued (subject to the applicable limit) as of the date when the FDIC is appointed conservator or receiver of Citibank. Consequently, if the FDIC was appointed conservator or receiver of Citibank prior to any interest determination or Valuation Date during the term of a structured or variable interest deposit, the FDIC might take the position that any return which had not been calculated as of the date the FDIC was appointed conservator or receiver of Citibank was not insured because such return is not accrued until the applicable interest determination date or fixed until the applicable Valuation Date. Each holder is responsible fir monitoring the total amount of its deposits in order to determine the extent of deposit insurance coverage available to it on such deposits, including the Deposits. In circumstances in which FDIC insurance coverage is needed, (a) the FDIC will not be responsible for the uninsured portion of the Deposits or any other deposits and (b) neither we nor any broker will be responsible for any insured or uninsured portion of the Deposits or any other deposits. Persons considering the purchase, ownership or disposition of a Deposit should consult their legal advisors concerning the availability of FDIC insurance. If the Deposits (or other deposits) of a holder at Citibank are assumed by another depository institution pursuant to a merger or consolidation, such Deposits will continue to be separately insured from the deposits that such holder might have established with the acquirer for six months from the date of assumption or, in the case of the Deposits or other time deposits, the earliest Maturity Date after the six-month period. Thereafter any assumed Deposits will be aggregated with the existing deposits with the acquirer held in the same insurable capacity for purposes of federal deposit insurance. Any deposit opened at the acquired institution after the acquisition will be aggregated with Deposits established with the acquirer for purposes of federal deposit insurance. The application of the federal deposit insurance limitation (which is generally $250,000), in certain common factual situations is illustrated below: Individual Customer A ccounts Funds owned by an individual and held in an account in the name of an agent or nominee of such individual (such as the Deposits held in a brokerage account) are not treated as owned by the agent or nominee, but are added to other deposits of such individual held in the same insurable capacity and are insured up to the SMDIA in the aggregate. Custodial Accounts Funds in accounts held by a custodian, guardian or conservator for the benefit of a ward or a minor (for example, under the Uniform Gifts to Minors Act) are not treated as owned by the custodian, but are added to other deposits of the minor or other beneficiary held in the same insurable capacity and are insured up to the SMDIA in the aggregate. 26 Joint Accounts The interests of co-owners in funds in an account held under any form of joint ownership valid under applicable state law may be insured up to the SMDIA in the aggregate, separately and in addition to the SMDIA allowed on other Deposits individually owned by any of the co-owners of such account (hereinafter referred to as a "Joint Account"). Joint Accounts will be insured separately from such individually owned accounts only if each of the co-owners is an individual person and has a right of withdrawal on the same basis as the other co-owners. If the Joint Account meets the foregoing criteria then it shall be deemed to be jointly owned, provided that the deposit account records of Citibank are clear and unambiguous as to the ownership of the account. However, if the deposit account records are ambiguous or unclear as to the manner in which the deposit account is owned, then the FDIC may consider evidence other than such deposit account records to determine ownership. The names of two or more persons on a Deposit or other deposit instrument will be conclusive evidence that the account is a Joint Account unless the deposit records as a whole are ambiguous and some other evidence indicates that there is a contrary ownership capacity. In the event an individual has an interest in more than one Joint Account and different co-owners are involved, his interest in all of such Joint Accounts is then added together and insured up to the SMDIA in the aggregate, with the result that no individual's insured interest in the joint account category can exceed the SMDIA. For deposit insurance purposes, the co-owners of any Joint Account are deemed to have equal interests in the Joint Account unless otherwise stated in Citibank's deposit account records, Entity Accounts The deposit accounts of any corporation, partnership or unincorporated association that is operated primarily for some purpose other than to increase deposit insurance are added together and insured up to the SMDIA in the aggregate per insured depository institution. Revocable Trust Accounts Funds owned by an individual and deposited into a deposit account with respect to which the owner evidences an intention that upon his/her death the funds will belong to one or more named beneficiaries are insured up to the SMDIA for each such named beneficiaries, up to five beneficiaries only, separately from any other deposit accounts of the owner or any beneficiary. For revocable trust accounts with more than five beneficiaries and more than five times the SMDIA, the maximum coverage will be the greater of five times the SMDIA or the aggregate amount of the ownership interests of each beneficiary named in the trust, up to the limit of the SMDIA per different beneficiary. The title of the account must include commonly accepted terms such as "in trust for," "as trustee for" or "payable-on-death to," and, for informal revocable trusts commonly referred to as payable-on-death accounts, in-trust-for-accounts or Totten Trust accounts (and may be reflected in an institution's electronic deposit account records through a code or otherwise), the beneficiaries must be specifically named in the deposit account records of the insured depository institution. Additionally, a beneficiary must be a person, charity or another non-profit organization (as recognized by the Internal Revenue Service). A revocable trust account established by persons (such as a husband and wife) that names the persons as the sole beneficiaries will be treated as a joint account and insured as described above under "Joint Accounts." It-revocable Trust Accounts Funds (i.e., trust interests that are capable of determination without evaluation of contingencies) of a beneficiary deposited into one or more deposit accounts established pursuant to one or more irrevocable trust 27 agreements created by the same settlor (grantor) will be aggregated and insured up to the SMDIA. The deposit insurance of each beneficiary's interest is separate from the coverage provided for other accounts maintained by the settlor (grantor), trustee or beneficiary. When a bankruptcy trustee commingles the funds of two or more bankruptcy estates in the same trust account, the funds of each bankruptcy estate will be added together and insured up to the SMDIA, separately from the funds of any other such estate. Retirement Plans and Accounts Deposits are sometimes held in retirement and employee benefit plan accounts. There are many types of plans and accounts. The amount of deposit insurance each will be entitled to and whether Deposits held by the plan or account will be considered separately or aggregated with deposits of Citibank held in other plans or accounts in determining the amount of deposit insurance such accounts are entitled to will vary depending on the type of plan or account. It is therefore important to understand the type of plan or account holding the Deposit. Moreover, the Federal Deposit Insurance Corporation Improvement Act of 1991, the Federal Deposit Insurance Reform Act of 2005 and regulations enacted by the FDIC to implement these laws made changes to the deposit insurance coverage of Deposits held in retirement plans and accounts. The following sections entitled "Individual Retirement Accounts and Other 'Set/=Directed' Plan Accounts" and "Employee Benefit Plans" discuss the rules that apply to Deposits of retirement plans and accounts. Individual Retirement Accounts and Other "Self-Directed" Plan Accounts Deposits in an insured depository institution made in connection with the following types of retirement plans will be aggregated and insured up to $250,000 per participant: Any individual retirement account ("IRAs") described in section 408(a) of the Internal Revenue Code of 1986, as amended (the "Code"); Any eligible deferred compensation plan described in section 457 of the Code; Any individual account plan defined in section 3(34) of the Employee Retirement Income Security Act of 1974, as amended (" BRISA") and any plan described in section 401(d) of the Code, to the extent that participants and beneficiaries under such plans have the right to direct the investment of assets held in individual accounts maintained on their behalf by the plans. This deposit insurance coverage is separate from, and in addition to, the coverage to which each participant is entitled for deposits held in the same insured depository institution but in other capacities. Employee Benefit Plans With certain limitations and exceptions, any deposit of an Employee Benefit Plan (as defined below) is insured, on a "pass-through" basis, up to the SMDIA for the vested and non-contingent interest in such deposit of each Employee Benefit Plan participant, provided that the account records of the insured depository institution indicate that the deposit is held for the benefit of each Employee Benefit Plan participant, and provided further that the Employee Benefit Plan participants can be identified from the account records of the Employee Benefit Plan administrator. This deposit insurance coverage is separate from, and in addition to, the coverage to which each participant is entitled for Deposits held in the same insured depository institution but in other capacities. For this purpose, the term "Employee Benefit Plan" has the same meaning given to such term in section 3(3) of ERISA and also includes certain plans described in section 401(d) of the Code, and certain eligible deferred compensation plans described in section 457 of the Code. This includes "Keogh Plans" of owner-employees described in section 401(d) of the Code, tax-qualified pension, profit-sharing or stock bonus plans, and 28 government and church plans. However, it does not include employee welfare plans (such as health and welfare trust funds, or medical or life insurance plans). Certain Employee Benefit Plans, such as self-directed "Keogh plans," qualify for "pass-through" deposit insurance up to $250,000. "Pass-through" insurance means that, instead of the Employee Benefit Plan's Deposits at one depository institution being entitled to only the SMDIA, each participant in the Employee Benefit Plan is entitled to insurance of his or her interest in the Employee Benefit Plan's Deposits of tip to the SMDIA (subject to the exceptions and limitations noted below). This general rule regarding pass-though insurance is subject to the following limitations and exceptions: Total Coverage Might Not Equal the SMDIA Tunes the Number of Participants. Coverage for a plan's deposits is not based on the number of participants, but rather on each participant's share of the plan. Because plan participants normally have different interests in the plan, insurance coverage cannot be determined by simply multiplying the number of participants by the SMDIA. To determine the maximum amount a plan can have on deposit in a single bank and remain fully insured, first determine which participant has the largest share of the plan assets, then divide the SMDIA by that percentage. For example, if a plan has 20 participants and qualities for $250,000 of insurance per participant, but one participant has an 80% share of the plan assets, the most that can be on deposit and remain fully insured is $312,500 ($250,000/.80 = $312,500). • Aggregation. An individual's non-contingent interests in funds deposited with the same depository institution by different Employee Benefit Plans of the same employer or employee organization are aggregated for purposes of applying this pass-through the SMDIA deposit insurance limit, and are insured in aggregate only up to the SMDIA. • Contingent Interests/Overfunding. Any portion of an Employee Benefit Plan's Deposits that is not attributable to the non-contingent interests of Employee Benefit Plan participants is not eligible for pass-through deposit insurance coverage, and is insured, in aggregate, only up to the SMDIA. The foregoing examples are based on riles issued by the FDIC, which rules are subject to change from time to time and in certain instances additional terms and conditions may apply which are not described above. Accordingly, such examples are qualified in their entirety by such rules, and the holder is urged to discuss with its legal advisors the insurance coverage afforded to any Deposit that it may purchase. Additionally, questions about how Deposits will be insured may be addressed to your broker. Holders may also write to the following address: FDIC Division of Supervision and Consumer Protection, 550 17th Street, N.W., Washington, D.C. 20429. To the extent that a Deposit purchaser expects its beneficial interest in the Deposits to be fully covered by FDIC insurance, such purchaser, by purchasing a Deposit, is deemed to represent to Citibank and its broker that its beneficial. interest (or if it is an agent, nominee, custodian or other person who is purchasing a Deposit for its beneficial owners, that each beneficial owner's beneficial interest) in other Deposits in Citibank, when aggregated with the beneficial interest in the Deposit so purchased, to the extent that aggregation is required in determining insurance of accounts under the federal deposit insurance regulations, does not exceed the SMDIA or $250,000 for retirement accounts that qualify for $250,000 of deposit insurance. No broker will be obligated to any holder for amounts not covered by deposit insurance nor will we or they be obligated to make any payments to any holder in satisfaction of any loss such holder might incur, including losses that result front (a) a delay in insurance payouts applicable to its Deposit, (b) its receipt of a decreased rate of return on the reinvestment of the proceeds received as a result of a payment on a Deposit prior to its scheduled maturity, (c) payment in cash of the Deposit principal prior to maturity in connection with the liquidation of an insured institution or the assumption of all or a portion of its deposit liabilities at a lower interest rate or (d) its 29 receipt of a decreased rate of return as compared to the return on the applicable securities, indices, currencies, intangibles, articles, commodities or goods or any other economic measure or instrument, including the occurrence or non-occurrence of any event. Preference in Right of Payment Federal legislation adopted in 1993 provides for a preference in right of payment of certain claims made in the liquidation or other resolution of any FDIC-insured depository institution. The statute requires claims to be paid in the following order: • First, administrative expenses of the receiver; • Second, any deposit liability of the institution; • Third, any other general or senior liability of the institution not described below; • Fourth, any obligation subordinated to depositors or general creditors not described below; and • Fifth, any obligation to shareholders or members (including any depository institution holding company or any shareholder or creditor of such company). For purposes of the statute, deposit liabilities include any deposit payable only at an office of the insured depository institution in the United States. They do not include international banking facility deposits or deposits payable at an office of the insured depository institution outside the United States. In addition, in the view of the FDIC, any obligation of an FDIC-insured depository institution that is contingent at the time of the insolvency of the institution may not provide a basis for a claim against the FDIC as receiver for the insolvent institution. 30 SECONDARY MARKET Each broker, including Citigroup Global Markets Inc., though not obligated to do so, may maintain a secondary market in the Deposits. However, each broker may purchase and sell Deposits for its own account, as well as for the accounts of customers. Accordingly, a broker may realize profits from mark-ups on transactions for its own account, and may charge customers commissions in brokerage transactions, which mark-ups or commissions will affect the yield to maturity of such Deposits. Any commission on a brokered secondary market transaction will be reflected in a holder's Confirmation. Secondary market transactions, if any, may be expected to be effected at prices which reflect then-current interest rates, supply and demand, time remaining until maturity and general market conditions. This means that any secondary market transactions may be effected at prices greater or less than the initial principal amount of your Deposits, and the yield to maturity on a Deposit purchased in any secondary market once the Deposit Return Amount is determined may differ from the yield to maturity on a Deposit purchased at the time of original issuance. The prices at which Deposits may trade in secondary markets, if any, may fluctuate more than ordinary interest-bearing Deposits. Each broker may at any time, without notice, discontinue participation in any secondary market transactions in Deposits. Accordingly, a holder should not rely on the possible existence of a secondary market for any benefits, including liquidity, achieving trading profits, limiting trading or other losses, or realizing income prior to maturity. In the event that you purchase a Deposit in the secondary market at a premium over the principal amount, that premium would not be FDIC insured. Therefore, if FDIC insurance payments become necessary for Citibank, you would incur a loss of up to the amount of the premium paid for your Deposit. 31 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS The following is a summary of certain U.S. federal income tax considerations that may be relevant to a beneficial owner of a Deposit that is a citizen or resident of the U.S. or a domestic corporation or otherwise subject to U.S. federal income tax on a net income basis in respect of a Deposit (a "U.S. Depositor"). All references to "Depositors" (including U.S. Depositors) are to beneficial owners of the Deposits. This summary is based on U.S. federal income tax laws, regulations, rulings and decisions in effect as of the date of this Disclosure Statement, all of which are subject to change at any time (possibly with retroactive effect). This summary addresses the U.S. federal income tax consequences to U.S. Depositors who will hold the Deposits as capital assets. This summary does not address all aspects of U.S. federal income taxation that may be relevant to a particular Depositor in light of its individual investment circumstances or to certain types of Depositors subject to special treatment under the U.S. federal income tax laws, such as dealers in securities or foreign currency, financial institutions, insurance companies, tax-exempt organizations, taxpayers holding the Deposits as part of a "straddle," "hedge," "conversion transaction," "synthetic security" or other integrated investment or taxpayers that have a "functional currency" other than the U.S. dollar. Moreover, the effect of any applicable state, local or foreign tax laws is not discussed. Depositors should consult their own tax advisors in determining the tax consequences to them of owning Deposits. In light of the variety of passible measures to which the return on a Deposit may be linked and possible payment features of a Deposit, the following discussion provides only a general summary of the applicable U.S. federal income tax considerations in connection with Deposits. Special rules may be applicable to a Deposit depending on the terms of the Deposit. Any special U.S. federal income tax considerations relevant to a Deposit, and any information specific to the Deposit, will be provided in the applicable Disclosure Supplement for that Deposit. This summary should therefore be read in conjunction with the information in the applicable Disclosure Supplement. U.S. Treasury Circular 230 Notice The tax discussions contained in this Disclosure Statement were written for use in connection with the promotion or marketing of the transactions or matters addressed in this Disclosure Statement. These discussions were not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. tax penalties. Investors should consult their own tax advisors in determining the tax consequences to them of holding the Deposits, including the application to their particular situation of the U.S. tax issues discussed, as well as the application of state, local, foreign, or other tax laws. Tax Characterization of Deposits A Deposit will be treated for U.S. federal income tax purposes as a debt instrument issued by Citibank. The following discussion is limited to Deposits (a) that pay interest determined by reference to a "qualified floating rate" or an "objective rate" (as defined below) in cash on a semi-annual, monthly or other similar periodic basis at least annually throughout the term of the Deposit (a "Variable Rate Deposit"), (b) that have a single market- linked interest payment at maturity and that are subject to U.S. Treasury regulations governing contingent debt instruments (the "Contingent Debt Regulations") or (c) that have a maturity of one year or less and that provide for contingent interest payments (a "Contingent Short-Term Deposit"). This discussion does not address Deposits that are not described in the previous sentence, including Deposits paying a fixed rate of interest, Variable Rate Deposits that are issued with `original issue discount" ("OID"), Deposits that have a maturity of one year or less which do not provide for contingent interest payments, Deposits with interest determined by reference to one or more foreign currencies or Deposits with extendable maturity dates or that are subject to automatic renewal or rollover, all of which may be subject to rules not described herein. The U.S. federal income tax treatment of Deposits that are not discussed herein will be discussed in the applicable Disclosure Supplement. The applicable Disclosure Supplement will indicate whether a Deposit is a Variable Rate Deposit, a Contingent Short-Term 32 Deposit, is subject to the Contingent Debt Regulations or is subject to different rules and will describe any additional applicable rules. U.S. Depositors - Variable Rate Deposits Taxation of Interest. A Variable Rate Deposit is a Deposit that qualifies as a variable rate debt instrument under applicable U.S. Treasury regulations. A Deposit with contingent interest payments may qualify as a variable rate debt instrument if the interest is payable at least annually at a "qualified floating rate" or at an "objective rate." A "qualified floating rate" is generally any variable rate where variations in the value of the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which the variable rate debt instrument is denominated. An "objective rate" is generally a rate that is not itself a qualified floating rate but which is determined using a single fixed formula and which is based on objective financial or economic information. Amounts received as interest on a Variable Rate Deposit will be taxable to a U.S. Depositor as ordinary interest income at the time that such payments are accrued or are received (in accordance with the U.S. Depositor's method of tax accounting). Disposition of Deposit. Upon the sale, exchange, redemption or retirement of a Deposit, a U.S. Depositor generally will recognize capital gain or loss equal to the difference between the amount realized on the sale, exchange, redemption or retirement and the U.S. Depositor's tax basis in such Deposit. A U.S. Depositor's tax basis in a Deposit generally will equal the cost of such Deposit to such Depositor. Gain or loss recognized by a U.S. Depositor generally will be long-term capital gain or loss if the U.S. Depositor has held the Deposit for more than one year at the time of disposition. Long-term capital gains recognized by an individual holder generally are subject to tax at a lower rate than short-term capital gains or ordinary income. The deductibility of capital losses is subject to limitations. U.S. Depositors - Deposits Subject to Contingent Debt Regulations Taxation of Interest. A U.S. Depositor owning Deposits subject to the Contingent Debt Regulations will recognize income (or loss) on a Deposit in accordance with these regulations. The Contingent. Debt Regulations require the application of a "noncontingent bond method" to determine accruals of income, gain, loss and deductions with respect to a contingent debt obligation. Under the Contingent Debt Regulations, Citibank is required to determine a "comparable yield" for a Deposit. As described in more detail below, a U.S. Depositor owning a Deposit subject to the Contingent Debt Regulations will be required under the U.S. federal income tax rules applicable to debt instruments issued with OID to accrue interest on a Deposit at the comparable yield. A U.S. Depositor's taxable income for each year prior to maturity of a Deposit therefore is likely to be higher than the amount of payments, if any, made on the Deposit in that year, The comparable yield means the annual yield at which Citibank would issue, as of the initial date of deposit, a fixed-rate debt instrument that does not provide for contingent payments but that otherwise has terms and conditions comparable to those of the Deposit. In addition, solely for purposes of determining the amount of interest income that a U.S. Depositor will be required to accrue, Citibank also is required to construct a "projected payment schedule" in respect of a Deposit. The payments set forth on the schedule must produce a total return on the Deposit equal to the comparable yield. The projected payment schedule includes fixed or floating periodic interest payments if the terms of the Deposit so provide, and a payment at maturity (the "Projected Payment Amount"). The Projected Payment Amount is calculated as the amount required to produce the comparable yield, taking into account the Deposit's issue price, and periodic interest payments, if any, on the Deposit. The Disclosure Supplement for a Deposit will provide the applicable comparable yield and the schedule of projected payments with respect to a Deposit. The comparable yield and the Projected Payment Amount are used to determine accruals of interest FOR TAX PURPOSES ONLY and are not assurances or predictions by Citibank with respect to the actual yield of or payment to be made in respect of a Deposit. The comparable yield and the Projected Payment Amount do not necessarily represent Citibank's expectations regarding such yield or the amount of such payment. 33 Under the OID piles, a U.S. Depositor will be required to include as ordinary interest income the sum of the "daily portions" of OID with respect to the Deposit for each day during the taxable year that the U.S. Depositor owns the Deposit. The daily portions of OID with respect to a Deposit are determined by allocating to each day in any accrual period a ratable portion of the OID allocable to that accrual period. The amount of OID on a Deposit allocable to each accrual period is determined by multiplying the "adjusted issue price" (as defined below) of the Deposit at the beginning of the accrual period by the comparable yield of the Deposit (appropriately adjusted to reflect the length of the accrual period). The "adjusted issue price" of a Deposit at the beginning of any accrual period will generally be the sum of its issue price and the amount of OID allocable to all prior accrual periods, less the amounts of any payments made in all prior accrual periods. Disposition of Deposits. When a U.S. Depositor sells, exchanges or otherwise disposes of a Deposit (including upon repayment of the Deposit at maturity) (a "disposition"), the U.S. Depositor's gain (or loss) on such disposition will equal the difference between the amount received by the U.S. Depositor for the Deposit and the U.S. Depositor's tax basis in the Deposit. A U.S. Depositor's tax basis (i.e., adjusted cost) in a Deposit will be equal to the U.S. Depositor's original purchase price for such Deposit, plus any OID accrued by the U.S. Depositor, less the amount of any payments previously received. If the amount received with respect to a Deposit at maturity exceeds the Projected Payment Amount, the U.S. Depositor will be required to include such excess in income as ordinary income. Alternatively, if the amount received at maturity is less than the Projected Payment Amount, then a U.S. Depositor will have recognized taxable income in periods prior to maturity that exceeds that Depositor's economic income from holding the Deposit during such periods. The difference between the Projected Payment Amount and the amount received at maturity will be treated as an offset to any interest otherwise includible in income by the U.S. Depositor with respect to the Deposit for the taxable year in which maturity occurs, but only to the extent of the amount of such includible interest. Any remaining portion of such shortfall may be recognized and deducted by the U.S. Depositor as an ordinary loss to the extent of the U.S. Depositor's previous OID inclusions with respect to the Deposit. On a disposition of a Deposit other than repayment of a Deposit at maturity, any gain realized by a U.S. Depositor will be treated as ordinary interest income. Any loss realized by a U.S. Depositor on a disposition will be treated as an ordinary loss to the extent of the U.S. Depositor's OID inclusions with respect to the Deposit up to the date of disposition. Any loss realized in excess of such amount generally will be treated as a capital loss. U.S. Depositors - Contingent Short-Term Deposits. Taxation of Interest. A Deposit will be considered to be a Contingent Short-Term Deposit if it has a maturity of one year or less and provides for one or more contingent interest payments. The rules applicable to short-term debt obligations do not address how to accrue income with respect to a future contingent payment. Taxpayers using an accrual method of accounting generally are not required to include amounts in income until all the events have occurred that fix the right to receive the income and the amount of the income can be determined with reasonable accuracy. Accordingly, although no assurance can be given that the Internal Revenue Service will accept, or that a court will uphold, the following tax treatment, a Depositor should not be required to include amounts in income in respect of a market-linked interest payment on a Contingent Short-Term Deposit prior to the date on which the amount of such payment becomes fixed. Market-linked payments will be treated as interest, and taxed as ordinary income. Disposition of Deposits. Upon the sale, exchange or retirement of a Contingent Short-Term Deposit, a U.S, Depositor generally will recognize short-term capital gain or loss equal to the difference between the amount received on the sale, exchange or retirement (except to the extent such amount is attributable to accrued interest income, if any, which is taxable as ordinary income), and such Depositor's tax basis in the Contingent Short- Term Deposit. A U.S. Depositor's tax basis in a Contingent Short-Tenn Deposit generally will equal the cost of the Contingent Short-Term Deposit to such Depositor. 34 U.S. Depositors - Information Reporting and Backup Withholding. Information returns may be required to be tiled with the IRS relating to payments made to a particular U.S. Depositor. In addition, U.S. Depositors that are not corporations, tax-exempt organizations or otherwise treated as "exempt recipients" may be subject to backup withholding tax on such payments if they do not provide their taxpayer identification numbers to the applicable withholding agent in the manner required. Non-U.S. Depositors The following is a summary of certain U.S. federal income tax consequences that will apply to Non-U.S. Depositors. The term "Non-U.S. Depositor" means a beneficial owner of a Deposit that is a foreign corporation or nonresident alien. Non-U.S. Depositors should consult their own tax advisors to determine the U.S. federal, state and local and any foreign tax consequences that may be relevant to them. Payments with Respect to the Deposits. In general, a Non-U.S. Depositor will not be subject to backup withholding and information reporting with respect to payments made with respect to the Deposits provided that (i) the Non-U.S. Depositor certifies on Internal Revenue Service Form W-8BEN (or successor form), under penalties of perjury, that it is not a U.S. person and provides its name and address or otherwise satisfies applicable documentation requirements and (ii) Citibank does not have actual knowledge or reason to know that such Non-U.S. Depositor is a U.S. person. In addition, no backup withholding will be required regarding the proceeds of the sale of the Deposits made within the U.S. or conducted through certain U.S. financial intermediaries if the applicable withholding agent receives the statement described above and does not have actual knowledge or reason to know that the Non-U.S. Depositor is a U.S. person or the Non-U.S. Depositor otherwise establishes an exemption. Under current law, all payments on the Deposits made to a Non-U.S. Depositor, and any gain realized on a sale, exchange or redemption of the Deposits, will be exempt from U.S. income and withholding tax. U.S. Federal Estate Tax. A Deposit beneficially owned by a Non-U.S. Depositor who at the time of death is neither a resident nor citizen of the U.S. should not be subject to U.S. federal estate tax, provided that interest in the Deposits is not then effectively connected with the conduct of a U.S. trade or business. Recent Legislative Developments Potentially Affecting Taxation of Deposits Held By or Through Foreign Entities Proposed legislation recently introduced in the United States Congress would generally impose a withholding tax of 30 percent on interest income from debt instruments and the gross proceeds of a disposition of debt instruments paid to a foreign financial institution, unless such institution enters into an agreement with the U.S. government to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which would include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners). The proposed legislation would also generally impose a withholding tax of 30 percent on interest income from the Deposits and the gross proceeds of a disposition of the Deposits paid to a non-financial foreign entity unless such entity provides the withholding agent with a certification identifying the direct and indirect U.S. owners of the entity. Under certain circumstances, a Non-U.S. Depositors might be eligible for refunds or credits of such taxes. Investors are encouraged to consult with their own tax advisors regarding the possible implications of this proposed legislation on their investment in the Deposits. 35 ERISA MATTERS The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), imposes certain restrictions on employee benefit plans that are subject to ERISA and on persons who are fiduciaries with respect to those plans. In accordance with ERISA's general fiduciary requirements, a fiduciary with respect to any such plan who is considering the purchase of Deposits on behalf of the plan should determine whether the purchase is permitted under the governing plan documents and is prudent and appropriate for the plan in view of its overall investment policy and the composition and diversification of its portfolio. Each purchaser of Deposits or any interest therein will be deemed to have represented and warranted on each day from and including the date of its purchase or other acquisition of the Deposits through and including the date of disposition of such Deposits that either: (a) it is not (i) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA, (ii) an entity with respect to which part or all of its assets constitute assets of any such employee benefit plan by reason of C.F.R. 2510.3-101 or otherwise, (iii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") (for example, individual retirement accounts, individual retirement annuities of Keogh plans), or (iv) a government or other plan subject to federal, state or local law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code ((i), (ii), (iii) and (iv) collectively, "Plans"); or (b) if it is a Plan, none of Citibank, N.A., its affiliates or any employee thereof manages the Plan or provides advice that serves as a primary basis for the Plan's decision to purchase, hold or dispose of the Deposits. However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the Deposits if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of Deposits by the account, plan or annuity. 36 Subject to Completion PRELIMINARY DISCLOSURE SUPPLEMENT Dated December 28, 2010 To the Disclosure Statement dated December 6, 2010 Union Bank, N.A. Market-Linked Certificates of Deposit, due January 25, 2018?MLCD No. 103) Capped Return Linked to the Dow Jones Industrial Avera es Set forth below are the terms and conditions of the above specified Union Bank, N.A. (the "Bank") Capped Return Market-Linked Certificates of Deposit (the "MLCDs ). You should carefully review this Disclosure Supplement (the "Supplement'), as well as the attached Disclosure Statement, before deciding if an investment in an MLCD is appropriate for you. In the event of any inconsistency between the Disclosure Statement and the Supplement, the terms of this Supplement will control. In general, the MLCDs are designed for investors who seek return of principal along with participation in the potential appreciation of the Investment Benchmark, subject to a Maximum Indexed Interest Amount as described below, and who are prepared to hold the MLCD until the Maturity Date. All capitalized terms used but not defined herein have the meanings set forth in the Disclosure Statement. MLCD Description Each M, qD is a seven-year certificate of deposit that offers a potential return based on the performance of the Dow Jones Industrial Average (the "Investment Benchmark"), subject to a minimum return if held to maturity, and also subject to a Maximum Indexed Interest Amount as described below. This return is therefore not a fixed coupon and no Periodic Interest Payments will be made on the MLCDs. • Return Potential: The interest payment to the depositor is equal to the appreciation of the Investment Benchmark over the term of the MLCDs; provided, however, that the return will not exceed the Maximum Indexed Interest Amount (as defined below) regardless of the performance of the Investment Benchmark. Investors should be willing to forgo the return potential above the Maximum Indexed Interest Amount in exchange for return of principal and FDIC insurance as described below. • Return of Principal: At maturity, you will receive repayment of your Deposit Amount and an amount no less than the Minimum Indexed Interest Amount, regardless of the performance of the Investment Benchmark. Investors who redeem all or a portion of their MLCD early may lose a portion of their Deposit Amount. • FDIC Insurance: The MLCDs are our deposit obligations and are therefore eligible for FDIC coverage up to applicable limits set by federal law and regulation. The FDIC insures all deposits maintained by a depositor in the same ownership capacity (i.e., individual or joint) at the same insured depository institution up to an aggregate amount of $250,000. Further, with respect to the MLCDs, the FDIC insurance covers only the Deposit Amount and does not include any Indexed Interest Amount, Minimum Indexed Interest Amount or secondary market premium. You are responsible for determining and monitoring the FDIC insurance coverage limit available to you in purchasing any MLCD. The Bank has no obligation to monitor the FDIC insurance coverage that is available to you. • IRA Eligible: MLCDs are eligible investments for individual retirement accounts ("IRAs"). Risks and Considerations Purchasing an MLCD involves a number of risks, including risks not typically associated with fixed-rate or floating-rate certificates of deposit or debt instruments. The Bank recommends that prospective investors carefully consider, together with their financial, legal, accounting, tax and other advisors, those risks in determining the suitability of an MLCD in light of their financial circumstances. Please refer to the accompanying Disclosure Statement for a more detailed discussion of these risks which include, but are not limited to: • You are not guaranteed the return of the Deposit Amount if your MLCD is not held to maturity. In addition, if you choose to exercise the Early Redemption feature, you are not guaranteed the return of the Deposit Amount. • If you hold more in deposits with the Bank than applicable FDIC insurance limits (including the MLCDs you purchase), you will not receive the benefit of FDIC insurance for any balance in excess of that amount. In this instance, the return of principal is subject to the credit risk of the Bank. • Neither the Bank nor any Offering Broker is required to, nor does the Bank or any of its affiliates intend to, make a secondary market in the MLCDs. There is no assurance that a secondary market will develop. Funds needed prior to maturity should not be invested in MLCDs. • The MLCDs may yield a return that is less than that of a traditional certificate of deposit or debt instrument of a comparable maturity. • Interest on the MLCDs will be subject to annual income taxes based upon a comparable yield for the issuance, even though no payments will be made on the MLCDs until the Maturity Date, absent early redemption. You may incur a tax liability without any offsetting income from the MLCDs. See "United States Federal Income Tax Considerations" herein and in the Disclosure Statement. • The Indexed Interest Amount (as defined below) may not reflect the full upside performance of the Investment Benchmark because it cannot exceed the Maximum Indexed Interest Amount. The Indexed Interest Amount is based on the closing value of the Investment Benchmark on a single day. Your return could be significantly different if it were determined on a different day, although the Bank cannot predict the direction or magnitude of the changes that would result in the selection of any different date. • Although the return on the MLCD is linked to the performan%of the Investment Benchmark, you will not have any rights in or to the shares comprising the Dow Jones Industrial Average , including any beneficial ownership rights such as dividends or voting. The MLCDs are made available through UnionBanc Investment Services, LLC ("USIS'), a subsidiary of the Bank. The MLCDs are time deposit obligations of the Bank, a national banking association, and are not obligations of UnionBan Cal Corporation, the Offering Brokers, or any other company affiliated with the Bank. None of UnionBanCal Corporation, UBiS or any other affiliate of the Bank guarantees the financial condition of the Bank. 1 The "Dow Jones Industrial Average sm" is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC ("CME"), and has been licensed for use. "Dow Jones®", "Dow Jones Industrial Average sm" and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A. Union Bank's MLCD based on the Dow Jones Industrial Average M is not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products Terms Issuer ........................................................ ....... Union Bank, N.A. Investment Benchmark ............................. ....... Dow Jones Industrial Average'"" (ticker: INDU). Currency ................................................... ....... USD. Minimum Deposit Amount ......................... ....... $1,000 principal amount (except that each Offering Broker may, in its discretion, impose a higher minimum deposit amount with respect to MLCD sales to its customers) and multiples of $1,000 principal amount in excess of such amount. Offering Period .......................................... ....... December 28, 2010 - January 25, 2011 at 12:00 p.m. PDT. Pricing Date .............................................. ....... The date on which the MLCDs are priced. The Bank expects to price the MLCDs on January 25, 2011. If the Bank prices the MLCDs on a day other than on the Pricing Date, you will be notified of the changes in the final Supplement. Issue Date (Settlement Date) .................... ....... January 28, 2011. Maturity Date ............................................ ....... January 25, 2018. Payment at Maturity .................................. ....... The Deposit Amount plus the greater of (i) the Minimum Indexed Interest Amount and (ii) the Indexed Interest Amount. Indexed Interest Amount ........................... ....... The outstanding Deposit Amount multiplied by: (Final Closing Value - Initial Closing Value) Initial Closing Value provided; however, the Indexed Interest Amount may not exceed the Maximum Indexed Interest Amount (as defined below) regardless of the performance of the Investment Benchmark. The Indexed Interest Amount is based solely on the change in the Investment Benchmark from the Initial Closing Value to the Final Closing Value. No interim changes in the Investment Benchmark, including increases, will be considered in determining the Indexed Interest Amount. Maximum Indexed Interest Amount ................. The Maximum Indexed Interest Amount at maturity will be 70.00%- 80.00% multiplied by the outstanding Deposit Amount on the Maturity Date. This equates to a 7.88% - 8.76% Annual Percentage Yield. The precise Maximum Indexed Interest Amount will be determined on the Pricing Date subject to the range specified above. Initial Closing Value ......................................... The value of the Investment Benchmark as of the close of trading on the Relevant Exchange on the Pricing Date. Final Closing Value .......................................... The value of the Investment Benchmark as of the close of trading on the Relevant Exchange on January 22, 2018 (the "Final Valuation Date"). Changes in the value of the Investment Benchmark from the Final Valuation Date to the Maturity Date will not affect the Indexed Interest Amount or the return on the MLCD. Minimum Indexed Interest Amount .................. The Minimum Indexed Interest Amount at maturity will be 7.00% multiplied by the outstanding Deposit Amount on the Maturity Date. This equates to a 0.97% Annual Percentage Yield. Annual Percentage Yield (APY) ....................... 0.97% (if the Final Closing Value of the Dow Jones Industrial AveragesM does not exceed the Initial Closing Value, so that only the outstanding Deposit Amount and the Minimum Indexed Interest Amount is payable on the MLCDs). APYs assume that the MLCDs were purchased in the original offering and are calculated on the basis 2 The "Dow Jones Industrial Average sm" is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC ("CME"), and has been licensed for use. "Dow Jones®", "Dow Jones Industrial Average s"'" and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A. Union Bank's MLCD based on the Dow Jones Industrial Average sM is not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products. of a 365-day year Periodic Interest Payments ......................... ..... None. Call Feature ................................................ ..... None. Early Redemption Dates .............................. .... The 15th of each March, June, September, and December, beginning December 15, 2011. The amount you receive upon an early redemption (the "Early Redemption Amount") is described in the section of the Disclosure Statement entitled "General Description of the MLCDs - Early Redemption." Upon an Early Redemption, the value of your MLCD may be less than if held to maturity and will be impacted by the factors described under "Risk Factors - Value of the MLCDs Prior to Maturity May Be Substantially Less Than Your Deposit Amount" and "Fees and Hedging" in the Disclosure Statement. Survivor's Option ......................................... .... Upon the death or adjudication of incompetence of the beneficial owner of the MLCD, the estate will be entitled to the return of the full Deposit Amount. The estate will not be entitled to additional payments associated with the performance of the Investment Benchmark or any secondary market premiums that may have been paid. Survivor's Option Payment Dates ................ .... The 10`" of each month, beginning March 10, 2011. Calculation Agent ......................................... .... Union Bank, N.A. CUSIP .......................................................... .... 90521AEH7 Selling Concession ...................................... .... 3.50% of the Deposit Amount of each MLCD. - The "Dow Jones Industrial Average SM 3 u is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC ("CME"), and has been licensed for use. "Dow Jones®", "Dow Jones Industrial Average sM" and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A.. Union Bank's MLCD based on the Dow Jones Industrial Average sM are not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products. Illustrative Examples The following examples are provided for illustration purposes only and are hypothetical. They are not representative of every possible scenario concerning possible Indexed Interest Amounts that could result from possible changes in the value of the Investment Benchmark over the term of the MLCD. The Bank cannot predict the Initial Closing Value or the Final Closing Value. The assumptions the Bank has made in connection with the illustrations set forth below may not reflect actual events, and the hypothetical Initial Closing Value and Final Closing Value of the Investment Benchmark used in the scenarios below may not be the actual Initial Closing Value or the Final Closing Value of the Investment Benchmark. The examples assume a Maximum Indexed Interest Amount of $700.00 per $1,000 Deposit Amount (70.00% multiplied by a Deposit Amount of $1,000) in the MLCDs. The actual Maximum Indexed Interest Amount will be determined on the Pricing Date subject to the 70.00%-80.00% range noted above. You should not take these examples as an indication or assurance of the expected performance of the Investment Benchmark or rate of return on the MLCD. The following scenarios indicate how and whether the Indexed Interest Amount would be calculated and paid with respect to a hypothetical $1,000 Deposit Amount in the MLCDs. These scenarios assume that there is no eady redemption, that the MLCDs are held to maturity, and the following: Indexed Interest Amount: The outstanding Deposit Amount multiplied by: (Final Closing Value - Initial Closing Value) Initial Closing Value provided; however, the Indexed Interest Amount may not exceed the Maximum Indexed Interest Amount (as defined below) regardless of the performance of the Investment Benchmark. Maximum Indexed Interest The Maximum Indexed Interest Amount at maturity will be 70.00%- Amount: 80.00% multiplied by the outstanding Deposit Amount on the Maturity Date. This equates to a 7.88% - 8.76% APY. The actual Maximum Indexed Interest Amount will be determined on the Pricing Date, subject to the 70.00%-80.00% range noted above, multiplied by the outstanding Deposit Amount on the Maturity Date. Minimum Indexed Interest 7.00% multiplied by the outstanding Deposit Amount on the Maturity Amount Date. This equates to a 0.97% APY. Payment at Maturity. The Deposit Amount plus the greater of (i) the Minimum Indexed Interest Amount, and (ii) the Indexed Interest Amount. 4 The "Dow Jones Industrial Average sM" is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC (' CME"), and has been licensed for use. "Dow Jones®", "Dow Jones Industrial Average sM" and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A.. Union Bank's MLCD based on the Dow Jones Industrial Average $m are not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products. Hypothetical Scenarios The following table shows hypothetical values of the Dow Jones Industrial Averages"' for several different scenarios over the term of the MLCDs. Because the value of the Dow Jones Industrial Averages"" may be subject to significant fluctuations over the term of the MLCDs, we can not show the range of all possible interest amounts that would result from given changes in the value of the Dow Jones Industrial Averages"". These hypothetical examples are for purposes of illustration only. The actual Payment at Maturity will depend on the actual values of the Dow Jones Industrial Averages"' used to calculate the Indexed Interest Amount at maturity. The following table indicates how the interest payable on the MLCD would be calculated with respect to 9 different hypothetical scenarios assuming an Initial Closing Value of 11560.00 and Final Closing Values in the range of 8670.00 to 23120.00 all of which are subject to the Maximum Indexed Interest Amount. The Payment at Maturity equals the outstanding Deposit Amount plus the interest payable at maturity multiplied by the outstandinq Deposit Amount. Scenarios Initial Closing Value Final Closing Value (Final Closing Value - Initial Closing Value) (initial Closing Value) Interest Payable atMaturl APY Payment at Maturity A 1'15 8670.00 -25 00% 7 0.97% S 1,070.00 B 11560 OU 10982.00 -5.00% 7.U0y-, ? 9- S 67?- 00 C 11560 00 11560.00 0.00% 7 00°i e9- _ 1 --0 00 D 11560.00 12138.00 5.00% 7.00% 0.97% 3 1,070.00 E 11560 00 13294.00 15.uo% 1E J0"-_ 2 02° S 1 150 00 F 11560 00 14450.00 25.00% 25.00% 3.24% $ 1.250.00 G 11560.00 17340.00 50-OOoA 50 001/0 5.971/o S 500 00 H 11580.00 20230,00 75.00% 70 001k 7 669A $ 1,700.00 ` 1 11560.00 23120.00 100.00% 70.00% * 7.88% * $ 1,700.00 ' *The interest payable at maturity and the Payment at Maturity for these periods have been reduced to reflect the Maximum Indexed Interest Amount since the Final Closing Value is more than 70.00% higher than the Initial Closing Value. The actual Maximum Indexed Interest Amount will be determined on the Pricing Date, subject to the 70.00%-80.00% range noted above, and will not be less than 70.00% multiplied by the outstanding Deposit Amount on the Maturity Date. Hypothetical Scenario A In this scenario, because the Final Closing Value finished below the Initial Closing Value, the investor would receive the Deposit Amount plus the Minimum Indexed Interest Amount, for a total Payment at Maturity of $1,000 + ($1,000 * 7.00%) = $1,070.00 Hypothetical Scenario D In this scenario, the Indexed Interest Amount is greater than zero but less than the Minimum Indexed Interest Amount, so the investor would receive the Deposit Amount plus the Minimum Indexed Interest Amount, for a total Payment at Maturity of $1,000 + ($1,000 * 7.00%) = $1,070.00 Hypothetical Scenario F In this scenario, the Indexed Interest Amount is greater than the Minimum Indexed Interest Amount and less than the Maximum Indexed Interest Amount, so the investor would receive the Deposit Amount plus the Indexed Interest Amount, for a total Payment at Maturity of $1,000 + ($1,000 * 25.00°/x) = $1,250.00 Hypothetical Scenario H In this scenario, the investor would receive the Maximum Indexed Interest Amount at maturity since the Final Closing Value is more than 70.00% above the Initial Closing Value, for a total Payment at Maturity of $1,000 + ($1,000 * 70.00%) = $1,700.00 As illustrated in the hypothetical scenarios above and in the Description of the MLCDs, the Payment at Maturity on the MLCD is effectively bound between the Minimum Indexed Interest Amount (7.0091o) and the Maximum Indexed Interest Amount (70.00% in these scenarios), providing a $1,000 MLCD depositor with a Payment at Maturity between $1,070 and $1,700. The actual Maximum Indexed Interest Amount will be determined on the Pricing Date subject to the 70.00% - 80.00% range noted above multiplied by the outstanding Deposit Amount. 5 The "Dow Jones Industrial Average sm" is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC ("CME"), and has been licensed for use. "Dow Jones®", "Dow Jones Industrial Average sm" and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A.. Union Bank's MLCD.based on the Dow Jones Industrial Average sm are not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products. Hypothetical Scenarios (Continued) The graph. below of the four hypothetical scenarios described above illustrates that changes in the Investment Benchmark, including increases, between the Pricing Date and January 22, 2018 are not used in determining the Indexed Interest Amount. Only the Initial Closing Value on the Pricing Date and the Final Closing Value on January 22, 2018 are used in determining the Indexed Interest Amount. For example, in Scenario A, the Investment Benchmark increases to a high value of 13872.00 during the term of the MLCD, which would represent a 20% increase from the hypothetical 11560.00 Initial Closing Value; however, since the Payment at Maturity is based on the Final Closing Value of 8670.00, a Payment at Maturity of $1,070.00 results, which is the outstanding Deposit Amount plus the Minimum Indexed Interest Amount. 6 The "Dow Jones Industrial Average sm" is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC ("CME"), and has been licensed for use. "Dow Jones®", "Dow Jones Industrial Average sm" and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A.. Union Bank's MLCD based on the Dow Jones Industrial Average sM are not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products. Investment Benchmark The Bank has obtained all information regarding the Investment Benchmark contained in this Supplement from publicly-available information. That information reflects the policies of, and is subject to change by CME Group Index Services LLC ("CME"), the "Investment Benchmark Sponsor." The Investment Benchmark Sponsor has no obligation to continue to publish, and may discontinue publication of, the Investment Benchmark. The consequences of the Investment Benchmark Sponsor discontinuing publication of the Investment Benchmark are described in the section entitled "General Description of the MLCDs - Discontinuance or Modification of an Investment Benchmark" in the Disclosure Statement. The Bank does not assume any responsibility for the accuracy or completeness of any information relating to the Investment Benchmark. Dow Jones Industrial Averages"" The Dow Jones Industrial Averages"" (referred to in this section as the "Index") is a price-weighted index rather than market capitalization-weighted index. The Index consists of one share of each of the 30 stocks currently included. Thus, the weightings of the components of the Index are affected only by changes in their prices, while the weightings of stocks in other indices are affected by price changes and changes in shares outstanding. This distinction stems from the fact that, when initially created, the Index was a simple average, and as a result, was computed merely by adding up the prices of the stock in the Index and dividing that sum by the total number of stocks included. However, over time it became clear that a method was needed to mitigate the effects of stock splits and composition changes to prevent these events from distorting the value of the Index. As a result, a divisor was created that has been periodically adjusted over time. This divisor, when divided into the sum of the prices of the stocks in the Index, generates the number that is reported every day to the public. Since the incorporation of the divisor, the Index can no longer be considered an average. The Index was initially introduced to the public by Charles Dow in 1896 and comprised of only 12 stocks. It has since become one of the most well known and widely followed indicators of the U. S. stock market and is the oldest continuing stock market index in the world. Many of the companies currently represented in the Index are leaders in their respective industries. Because the Index is so well known and its performance is generally perceived to reflect that of the overall U.S. equity market, it is often used as a proxy for investments in U.S. equities. The editors of The Wall Street Journal, which is published by Dow Jones, select the components of the Index based on a representative sample of broad U.S. industry. On a periodic basis, the editors review and make additions and subtractions to the composition of the Index. In selecting a company's stock to be included in the Index, the editors look for a leading industrial company with a successful history of growth and a wide interest among investors. However, the inclusion of any particular company in the Index does not constitute a prediction as to the company's future results of operations or stock market performance. For the sake of continuity, composition changes are rare, and generally have occurred only after corporate acquisitions or other dramatic shifts in a company's core business. When the editors of The Wall Street Journal decide that an Index component stock needs to be changed, they also review the other stocks in the Index to confirm their continued presence. For additional information on potential changes in the Index calculation over the term of the MLCD, please see "Discontinuance or Modification of an Investment Benchmark" in the Disclosure Supplement. 7 The "Dow Jones Industrial Average sm" is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC ("CME"), and has been licensed for use. "Dow Jones®", "Dow Jones Industrial Average sm" and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A.. Union Bank's MLCD based on the Dow Jones Industrial Average sM are not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products. Dow Jones Industrial AverageSm Component List The index currently consists of the common stock of the following 30 companies: MMM 3M INTC Intel AA Alcoa Inc. IBM International Business Machines AXP American Express JNJ Johnson & Johnson T AT&T Inc. JPM JPMorgan Chase & Co. BAC Bank of America KFT Kraft Foods Inc. BA The Boeing Company MCD McDonald's CAT Caterpillar Inc. MIRK Merck & Co Inc. CVX Chevron MSFT Microsoft CSCO Cisco Systems Inc. PFE Pfizer Inc. KO The Coca-Cola Company PG Procter & Gamble DD El du Pont de Nemours & Co. TRV Travelers Cos. XOM Exxon Mobil UTX United Technologies GE General Electric VZ Verizon Communications Inc. HPQ Hewlett-Packard WMT Wal-Mart Stores Inc. HD Home Depot Inc. DIS The Wait Disney Company 8 The "Dow Jones Industrial Average sm" is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC (' CME"), and has been licensed for use. "Dow Jones®", "Dow Jones Industrial Average sm" and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A.. Union Bank's MLCD based on the Dow Jones Industrial Average sM are not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products. Historical Closing Values of the Dow Jones Industrial Averages"" Since its inception, the Dow Jones Industrial Averages"" has experienced significant fluctuations. Any historical upward or downward trend in the value of the Dow Jones Industrial Averages"' during any period shown below is not an indication that the value of the Dow Jones Industrial Averages"" is more or less likely to increase or decrease at any time during the term of the MLCDs. The historical Dow Jones Industrial Averages"' values do not give an indication of future performance of the Index. The Bank cannot assure you that the future performance of the Dow Jones Industrial Averages"' or the constituent stocks of the Dow Jones Industrial Averages"' will result in holders of the MLCDs receiving an amount greater than the outstanding face amount of the MLCDs on the maturity date. 10 Year Historical Price Graph (Daily) 16000 14000 12000 10000 - / ,vv 8000 6000 4000 2000 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 9 The "Dow Jones Industrial Average SM" is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC ("CME"), and has been licensed for use. "Dow Jones®", "Dow Jones Industrial Average 5A4i and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A.. Union Bank's MLCD based on the Dow Jones Industrial Average sM are not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products. The table below sets forth the quarterly high and low closing values, as well as end-of-quarter closing values, of the Investment Benchmark for each of the quarters from September 2000 to present. The Bank obtained the data in the table from Bloomberg, LP. Historical price values of the Investment Benchmark should not be used as an indication of future performance. Quatter Endjoy Sep-00 Quarterly High 11310.64 Quarterly Low 10481.47 QLIirtilriy Close 10650.92 Dec-00 10977.21 9975.02 10786.85 Mar-01 10983.63 9389.48 9878.78 Jun-01 11337.92 9485.71 10502.40 Sep-01 10610.00 8235.81 8847.56 Dec-01 10136.99 8836.83 10021.50 Mar-02 10635.25 961 8-24 10403.94 Jun-02 10381.73 9120.11 9243.26 Sep-02 9379.50 7591.93 7591.93 Dec-02 8931.68 7286.27 8341.63 Mar-03 8842.62 7524.06 7992.13 Jun-03 9323.02 8069.86 8985.44 Sep-03 9659.13 9036.04 9275.06 Dec-03 10453.92 9469.20 10453.92 Mar-04 10737.70 10048.23 10357.70 Jun-04 10570.81 9906.91 10435.48 Sep-04 10342.79 9814.59 10080.27 Dec-04 10854.54 9749.99 10783.01 Mar-05 10940.55 10368.61 10503.76 Jun-05 10623.07 10012.36 10274.97 Sep-05 10705.55 10270.68 10568.70 Dec-05 10931.62 10215.22 10717.50 Mar-06 11317.43 10667.39 11109.32 Jun-06 11642.65 10706.14 11150.22 Sep-06 11718.45 10739.35 11679.07 Dec-06 12510.57 11670.35 12463.15 Mar-07 12786.64 12050.41 12354.35 Jun-07 13676.32 12382.30 13408.62 Sep-07 14000.41 12845.78 13895.63 Dec-07 14164.53 12743.44 13264.82 Mar-08 13056.72 11740.15 12262.89 Jun-08 13058.20 11346.51 11350.01 Sep-08 11782.35 10365.45 10850.66 Dec-08 10831.07 7552.29 8776.39 Mar-09 9034.69 6547.05 7608.92 Jun-09 8799.26 7761.60 8447.00 Sep-09 9829.87 8146.52 9712.28 Dec-09 10548.51 9487.67 10428.05 Mar-10 10907.42 9908.39 10856.63 Jun-10 11205.03 9774.02 9774.02 Sep-10 10860.26 9686.48 10788.05 Sept-00 through Sept-10 14164.53 6547.05 10788.05 10 The "Dow Jones Industrial Average SMn is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC ("CME"), and has been licensed for use. "Dow Jones®", "Dow Jones Industrial Average sM" and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A.. Union Bank's MLCD based on the Dow Jones Industrial Average sM are not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products. License Agreement The license agreement between the Bank and CME requires that the following language be stated in this Supplement: The "Dow Jones Industrial Average sM" is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC ("CME"), and has been licensed for use. "Dow Jones®"; Dow Jones Industrial Average sM" and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones')and have been licensed for use for certain purposes by the Bank. The MLCDs are not sponsored, endorsed, sold or promoted by Dow Jones, CME or their respective affiliates. Dow Jones, CME and their respective affiliates make no representation or warranty, express or implied, to the owners of the MLCDs or any member of the public regarding the advisability of trading in the Product(s). Dow Jones, CMS's and their respective affiliates' only relationship to the Licensee is the licensing of certain trademarks and trade names of Dow Jones and of the Dow Jones Industrial Average which is determined, composed and calculated by CME without regard to Union Bank or the MLCDs. Dow Jones and CME have no obligation to take the needs of Union Bank or the owners of the MLCDs into consideration in determining, composing or calculating Dow Jones Industrial Average. Dow Jones, CME and their respective affiliates are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the MLCDs to be sold or in the determination or calculation of the equation by which the MLCDs are to be converted into cash. Dow Jones, CME and their respective affiliates have no obligation or liability in connection with the administration, marketing or trading of the MLCDs Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to the MLCDs currently being issued by Union Bank , but which may be similar to and competitive with the MLCDs. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Dow Jones Industrial Average sm. It is possible that this trading activity will affect the value of Dow Jones Industrial Average sM and MLCDs. DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW JONES INDUSTRIAL AVERAGE OR ANY DATA INCLUDED THEREIN AND DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY UNION BANK, OWNERS OF THE MLCDs, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES INDUSTRIAL AVERAGE OR ANY DATA INCLUDED THEREIN. DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES INDUSTRIAL AVERAGE OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES, CME OR THEIR RESPECTIVE AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN CME AND UNION BANK, OTHER THAN THE LICENSORS OF CME. The "Dow Jones Industrial Average sM" is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC ("CME"), and has been licensed for use. "Dow Jones®", "Dow Jones Industrial Average sM" and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A.. Union Bank's MLCD based on the Dow Jones Industrial Average sM are not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products. UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS To ensure compliance with Treasury Department Circular 230, you are hereby notified that (a) any discussion of United States federal tax issues in this Disclosure Supplement is not intended or written to be relied upon, and cannot be relied upon by you for the purpose of avoiding penalties that may be imposed on you under the Internal Revenue Code of 1986, as amended (the "Code"), (b) this discussion is included herein by the Bank in connection with the promotion or marketing (within the meaning of Circular 230) by the Bank, UBIS and the Offering Brokers of the transactions or matters addressed in this Disclosure Supplement, and (c) you should seek advice based on your particular circumstances from an independent tax advisor. The following discussion supplements (and, to the extent inconsistent with, supersedes) and should be read in conjunction with the discussion in the attached Disclosure Statement under "United States Federal Income Tax Considerations." Forpurposes of that discussion, the MLCDs are "long-term MLCDs." The table below sets forth the following information with respect to each $1,000 principal amount of the MLCDs for each of the indicated accrual periods through the maturity dates of the ML CDs: • the adjusted issue price at the beginning of the accrual period; • the amount of interest deemed to have accrued during the accrual period; and • the total amount of interest deemed to have accrued from the original issue date through the end of the accrual period. The table is based upon a hypothetical projected payment schedule (including both a hypothetical Indexed Interest Amount and a hypothetical comparable yield equal to 4.86% per annum (compounded annually), which is the Bank's current estimate of the comparable yield, based upon market conditions as of the date of this Supplement) as determined by us for purposes of illustrating the application of the Code and the Treasury regulations to the MLCDs. The comparable yield will not be less than the "applicable federal rate" based on the overall maturity of the MLCD. This tax accrual table is based upon a hypothetical projected payment schedule per $1,000 principal amount of the MLCDs, which would consist of a single payment of $1,393.69 at maturity. This payment consists of the principal amount and a projection for tax purposes of the estimated Indexed Interest Amount. The actual `projected payment schedule" will be completed on the Pricing Date of the MLCDs, and included in the final Supplement. This information is provided solely for tax purposes, and the Bank makes no representations or predictions as to what the actual Indexed Interest Amount will be. The following table is for illustrative purposes only. The Bank will determine the actual projected payment schedule and the actual comparable yield on the Pricing Date. The tax accrual table will be revised accordingly and will be set forth in the final Supplement. The tax accrual table will depend upon actual market interest rates (and accordingly, the Bank's borrowing costs for debt instruments with comparable maturities) as of the Pricing Date. ccrual Period Adjusted Issue Price at Beginning of Accrual Period Interest Deemed to Accrue on the MLCDs During the Accrual Period n1 Total Interest Doomed to Have Accrued from Original Issue Date as of End of Accrual Period January 28, 2011 to December 31, 2011 1,000.00 44.96 44.96 January 1, 2012 to December 31, 2012 1,044.96 50.79 95.75 January 1, 2013 to December 31, 2013 1,095.75 53.25 149.00 January 1, 2014 to December 31, 2014 1,149.00 55.84 204.84 January 1, 2015 to December 31, 2015 1,204.84 58.56 263.40 January 1, 2016 to December 31, 2016 1,263.40 61.40 324.80 January 1, 2017 to December 31, 2017 1,324.80 64.39 389.19 January 1, 2018 to January 25, 2018 1,389.19 4.50 393.69 0 i-OLau 1"UV PlIUC dl uie oeginning or me accrual period multiplied by the hypothetical comparable yield for the accrual period. Final Adjusted Issue Price = $1,393.69 per $1,000 principal amount of MLCDs. M n 12 The "Dow Jones Industrial Averages is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC ("CME"), and has been licensed for use. "Dow JonesV, "Dow Jones Industrial Average sM" and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A.. Union Bank's MLCD based on the Dow Jones Industrial Average sM are not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products. Upon payment at maturity, you will be required to adjust the income accrued pursuant to the projected payment schedule, upward or downward, to reflect the difference, if any, between the actual and projected amount of the maturity payment. You generally will treat any such gain as ordinary income and any such loss as ordinary loss to the extent of previous income inclusions. All prospective investors in the MLCDs should consult their own tax advisors concerning the taxation of the MLCDs. 13 The "Dow Jones Industrial Average sM" is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC (' CME"), and has been licensed for use. "Dow Jones®", "Dow Jones Industrial Average 5mi and "Dow Jones Indexes" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), and have been licensed for use by Union Bank, N.A.. Union Bank's MLCD based on the Dow Jones Industrial Average sM are not sponsored, endorsed, sold or promoted by CME Indexes, Dow Jones or their respective affiliates, and CME Indexes, Dow Jones and their respective affiliates make no representation regarding the advisability of trading in such products. ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosik@angino-rovner.com JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. STALEY BOWERS, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. CIVIL ACTION - LAW NO. 08-2211 JURY TRIAL DEMANDED ORDER AND NOW, this day of 2011, it is hereby ORDERED and DECREED that based upon the Petition seeking to modify the above referenced minor's settlement to permit a transfer of the minor's settlement funds from a Certificate of Deposit in Pennsylvania State Employees Credit Union (PSECU) to a Federally Insured Certificate of Deposit with Morgan Stanley Smith Barney, the Petition is GRANTED and in accordance with Pennsylvania Rule of Civil Procedure 2039, Petitioner Joshua Ash is directed to execute the transfer as follows: 1. Upon maturity of the current Certificates of Deposit which are held at PSECU, Petitioner Joshua Ash is authorized to liquidate the Certificates of Deposit. 3 461062 2. Within three business days, Petitioner Joshua Ash is permitted to transfer the funds from PSECU to purchase a Federally insured Certificate of Deposit at Morgan Stanley Smith Barney in the name of the Minor Willow Ash, specifically marked that no withdraws are to be made until the Minor is age 18 without prior Court approval and to then file of record proof of deposit within one week. THE COURT: J. P'1; e 4et e / 1. l?s s; k , _*?' 7LSf ely nta, '[e d a?a?li i aL co _t ® V e r...3 ? 461062 7 ANGINO & ROVNER, P.C. Michael E. Kosik, Esquire Attorney ID# : 36513 4503 North Front Street Harrisburg, PA 17110-1708 (717) 238-6791 FAX (717) 238-5610 Attorneys for Plaintiff(s) E-mail: mkosikgangino-rovner.com c C-1 a c? r.nw =-n a? c7 rnF= -Ya t" ra r rn M0 C X p 3 x-n - 5,c c's JOSHUA ASH, Individually and as parent and natural guardian and WILLOW ASH, a Minor, Plaintiffs V. STALEY BOWERS, Defendant CIVIL ACTION - LAW NO. 08-2211 JURY TRIAL DEMANDED 4* ORDER AND NOW, this _ day of &nq?k_ , 2011, it is hereby ORDERED and DECREED that based upon the Petition seeking to modify the above referenced minor's settlement to permit Willow Ash's settlement funds to be returned to PSECU for the purchase of a Certificate of Deposit with the notation that no withdraws can be made from the Certificates federally insured deposits until the minor Plaintiff is age 18, without prior court approval. Mienael E. e6 k, &?_ bm 477842 M0.`O sl"Oh 00 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. BY TH OURT: J.